Private company

I SQUARED CAPITAL ADVISORS (US) LLC

I SQUARED CAPITAL ADVISORS (US) LLC is a limited liability company registered in Delaware, active since 2012.1 It is headquartered in New York, United States.1

Last updated Oct 21, 2026.

Overview

Apr 17, 2012Founded1
  • HeadquartersNew York, United States1
  • Legal formLimited Liability Company1
  • LEI549300EZN8DE86R1Z6531
  • StatusActive1
  • LEI statusIssued and current1
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States1
  • Registered withDivision of Corporations, Department of State, 51406041

Corporate structure

I SQUARED CAPITAL ADVISORS (US) LLC is part of a group headed by Isq Manager Intermediate. 8 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of I SQUARED CAPITAL ADVISORS (US) LLC

  • Isq Manager Feeder, LP Owns 50% to 75% of Isq Manager Intermediate Holdings, L.P., since 08/2023 (Form ADV)
  • Isq Holdings, LLC Owns control (general partner, trustee or manager) of I Squared Capital, LLC Member, since 10/2019 (Form ADV)
  • Sadek Magdi Wahba Owns 50% to 75% of Isq Manager Feeder, LP Partner, since 10/2019 (Form ADV)
  • Gautam No Middle Name Bhandari Owns 50% to 75% of Isq Holdings, LLC, since 10/2019 (Form ADV)

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G; owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.

Investment adviser

I SQUARED CAPITAL ADVISORS (US) LLC is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.

  • Assets it manages$60.1B5 76 accounts, $60.0B with discretion
  • Employees331 113 in investment advice or research
  • ClientsPooled investment vehicles (other than investment companies and: 76 ($60.1B)
  • How it is paidA percentage of assets under its management; Performance-based fees
  • What it doesPortfolio management for pooled investment vehicles (other than investment companies)
  • Holds client assetsYes: cash and securities
  • RegistrationSEC 801-78269, CRD 168339 IAPD record

Who owns it

Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).

  • I SQUARED CAPITAL, LLCowns 75% or more, since 04/2012
  • ISQ HOLDINGS, LLCowns general partner, trustee or manager of I SQUARED CAPITAL, LLC MEMBER, since 10/2019
  • ISQ HOLDINGS, LLCowns general partner, trustee or manager of ISQ MANAGER FEEDER, LP PARTNER, since 10/2019
  • ISQ MANAGER INTERMEDIATEowns 75% or more of I SQUARED CAPITAL,, since 08/2023
  • Gautam No Middle Name Bhandariowns 50% to 75% of ISQ HOLDINGS, LLC, since 10/2019
  • ISQ HOLDINGS LLCowns 50% to 75% of ISQ MANAGER INTERMEDIATE PARTNER HOLDINGS, L.P., since 08/2023
  • ISQ MANAGER FEEDER, LPowns 50% to 75% of ISQ MANAGER INTERMEDIATE HOLDINGS, L.P., since 08/2023
  • Sadek Magdi Wahbaowns 50% to 75% of ISQ HOLDINGS, LLC, since 10/2019
  • Sadek Magdi Wahbaowns 50% to 75% of ISQ MANAGER FEEDER, LP PARTNER, since 10/2019

In its own words: the client brochure

Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 3/28/2026.6 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.

Item 4: Advisory business Services

I Squared Capital Advisors (US) LLC, a Delaware limited liability company (“ISQ”), is an independent, privately held, asset management firm headquartered in Miami, Florida. We focus on investments in infrastructure and infrastructure related assets located globally, with a focus on North and South America, Europe, Australia and select growth economies including India and China. ISQ was formed in April 2012 and is principally owned and controlled by its Managing Partners, Sadek M. Wahba and Gautam Bhandari. We provide investment advisory services to privately offered pooled investment vehicles that are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and whose securities are not registered under the Securities Act of 1933, as amended. We currently provide investment advice to a number of private funds, including certain regional funds (the “Primary Funds”) Each of the Primary Funds is comprised of multiple investment vehicles that invest in parallel with each other and which are managed together as a single portfolio. We also provide investment advice to other pooled investment vehicles that we have formed to (i) manage assets on behalf of select investors (the “Single Investor Funds”), or (ii) offer some of the investors in the Primary Funds, as well as third parties, the opportunity to co-invest alongside the Primary Funds, or independently from the Primary Funds, in infrastructure and infrastructure related assets, (the “Co-Investment Vehicles” and, together with the Primary Funds and the Single Investor Funds, the “Funds”). As investment adviser for the Funds, we identify investment opportunities and participate in the sourcing, investigating, structuring, and negotiating of potential investments, monitoring investments and helping them to execute their growth plans post-acquisition, advising with respect to disposition opportunities, and providing dayto-day managerial and administrative services for the Funds. We provide these investment advisory services to the Funds pursuant to advisory agreements (the “Advisory Agreements”). The terms of the investment advisory services to be provided by us to the Funds, including any specific investment guidelines or restrictions, are set forth in the Advisory Agreements and/or in the relevant limited partnership agreements and governing documents for each Fund (collectively, the “Fund Governing Documents”). In general, we do not tailor our investment advisory services to the needs of individual investors in the Funds, though this may occur from time to time with the Single Investor Funds. In accordance with common industry practice, a Fund or its general partner may from time to time enter into a “side letter” or similar agreement with an investor pursuant to which the Fund or its general partner grants the investor specific rights, altering or supplementing terms of the Fund Governing Documents, including reducing or waiving distribution of carried interest or payment of the management fee in respect of any such investor, as well as other benefits or privileges that are not generally made available to all investors (as further set forth in the relevant Fund Governing Documents). The other

investors in a Fund will have no recourse against the applicable Fund or any of its affiliates in the event that certain investors receive additional or different rights or terms as a result of such side letters. See “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss” for additional details. As of September 30, 2025, we had an estimated total of approximately $66,426,831,544 of regulatory assets under management, of which approximately $100,100 were managed on a non-discretionary basis and the rest of which were managed on a discretionary basis.

Item 5: Fees and compensation Fees

In general, we are compensated for our investment advisory services to each of the Funds, other than some co-investment funds, by a management fee based on a percentage of committed capital during the Funds’ respective investment periods and thereafter based on a percentage of actively invested capital. We negotiate the rate with the investors in the Funds at the time each of the respective Funds is established. Management fees are typically payable quarterly in advance of the services rendered. If the Advisory Agreement is terminated before the end of the applicable period, management fees will be charged on a pro rata basis through the date of termination, and any fees paid in advance but not earned will be refunded. In addition to management fees, some of our supervised persons, through general partner carry vehicles, receive carried interest distributions from the Funds, which are based on a share of net profits of such Funds. See “Item 6 – Performance-Based Fees and Sideby-Side Management” below. In general, we are not compensated for our investment advisory services to the CoInvestment Vehicles. We may, however, receive a management fee based on a percentage of actively invested capital, carried interest distributions based on a share of net profits, and/or administrative fees for certain of the Co- Investment Vehicles. To the extent that ISQ or any of its affiliates or employees receives any transaction, director’s, management, monitoring, break-up, and other similar fees or compensation in connection with a Fund and its investments and prospective investments, in each case other than any (a) fees, compensation or other payments received in respect of any Operational Service Costs, External Management Compensation, Manager Support Services or Retained Interests (as defined below), (b) reimbursement for any Fund expenses initially borne by ISQ or any of its affiliates, (c) fees, compensation or other payments received directly or indirectly by ISQ or any of its affiliates with respect to any co-investment arrangement or any other Fund organized or managed by ISQ or any of its affiliates, (d) fees received directly or indirectly from or in respect of any strategic investors, agency investors or other strategic or third-party investors not otherwise attributable to the Fund, and (e) fees, costs and expenses related to the provision of products and services by ISQ Service Providers. 100% of the relevant Fund’s pro rata portion of any such fees, net of unreimbursed transaction expenses incurred by ISQ or its affiliates, that is attributable to an investor in the Fund will be

applied to reduce the management fee payable by investors in the Fund for the following quarterly period. To the extent such offsets would reduce the management fee for a given quarterly period below zero, such offsets will be carried forward and reduce future installments of the management fee. For the avoidance of doubt, any fees, compensation or other payments received by ISQ, or an affiliate intended to reimburse ISQ or such affiliate for the cost of ISQ’s or such affiliate’s employees providing services to a Fund, or an investment or prospective investment will not be credited against the management fee. In general, each Fund is responsible for all costs and expenses relating to its operations, which are set out in further detail in the relevant Fund Governing Documents for each Fund, including but not limited to: all fees, costs and expenses directly related to the purchase and sale of investments; principal, interest, fees, expenses and other amounts payable in respect of financings; custody fees and costs of other third party services; legal, accounting, and other professional costs including those provided by employees of ISQ; any insurance, indemnity or litigation expenses; all costs of the Fund’s administration, including preparation of its financial statements and reports to limited partners, costs of meetings of partners, expenses relating to the Fund’s limited partner advisory committee (“Limited Partner Advisory Committee”), if any, and any taxes, fees or other governmental charges levied against the Fund. In addition, each Fund is responsible for its share of out-of-pocket costs and expenses in connection with prospective investments that are not consummated. Each Fund is also responsible for all costs and expenses incurred in connection with the organization of the Fund (including any subsidiary pooling and subsidiary investment vehicles), the general partner of the Fund, and the ISQ carry partners, if any, including legal and accounting fees, printing costs, reasonable travel and out-of-pocket expenses, and all costs and expenses incurred in connection with the offering of interests in the Fund (but excluding any placement fees). Organizational expenses payable by the Funds are typically subject to caps, as set forth in the applicable Fund Governing Documents. Organizational expenses in excess of these caps and any placement fees are paid by the Global Funds or the Growth Fund, respectively, but borne by ISQ through a 100% off-set against the management fee. From time to time, a Fund may create a subsidiary investment vehicle to facilitate coinvestment arrangements with one or more governmental development finance institutions or multilateral agencies or other institutions, to the extent ISQ determines that such arrangements may be of strategic benefit to a Fund. ISQ and its affiliates may be entitled to receive management fees and carried interest in respect of such arrangements, and such fees and carried interest will not offset any management fees or other compensation payable by the Fund. In addition, all or a portion of such organizational and operating expenses of such vehicles may be allocated to the Fund. ISQ faces a variety of potential conflicts of interest when it determines allocations of various fees and expenses to and among the Funds. For example, from time to time, a Fund’s general partner will be required to decide whether costs and expenses are to be borne by the Fund, on the one hand, or ISQ, on the other, and/or how certain costs and

expenses should be allocated among the Funds. ISQ, in its sole discretion, will allocate fees and expenses in accordance with the relevant Fund Governing Documents and in a manner that it believes is fair and equitable to each applicable Fund under the circumstances and considering such factors as it deems relevant. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion, e.g., in determining whether to allocate pro rata based on number of Funds or co-investors receiving related benefits or proportionately in accordance with asset size, based on commitments or available capital. In addition, there may be circumstances when ISQ has considered a potential investment in a portfolio company on behalf of a Fund, has determined not to make such investment and an investment is eventually made in such portfolio company by another Fund. In these circumstances, the later Fund may benefit from research by ISQ’s investment team and/or from costs borne by the earlier Fund in pursuing the potential portfolio investment, but the later Fund may or may not be required to reimburse the earlier Fund for expenses incurred in connection with such investment as described above. ISQ will make such judgments regarding appropriate allocation notwithstanding its interest in the outcome, in accordance with the relevant Fund Governing Documents and ISQ’s fee income and expense allocation policy. Conflicts of interest may arise in allocating any such fees and expenses between ISQ and one or more Funds. ISQ and its affiliates retain a team of operating directors (the “Operating Directors”), as well as certain senior policy advisors (“Senior Policy Advisors”) and operating advisors (“Operating Advisors”), who assist with deal sourcing, provide industry, government, public policy, international relations or regulatory insight, advice or due diligence, offer financial and structuring advice and perform other services as appropriate (such services, “Operational Services”) for ISQ and its affiliates, the Funds, and their respective portfolio companies. While Operating Directors are employees of ISQ, Senior Policy Advisors and Operating Advisors are not and are engaged pursuant to consulting agreements or similar arrangements, which may be on an exclusive or non-exclusive basis. Each Operating Director, Senior Policy Advisor and Operating Advisor is entitled to compensation, which compensation can include director’s fees, consultant fees, retainer fees, success fees and other fees, salary, promotes, profit sharing, incentive equity, stock options, stock awards, co-investment rights and other non-cash compensation, benefits and incentives and reimbursement of expenses at rates ISQ believes to be commercially reasonable. In addition, an Operating Director, Senior Policy Advisor and/or Operating Advisor may also be awarded, as part of their compensation, carried interest in respect of a Fund or similar incentive equity in respect of portfolio companies for which such Operating Director, Senior Policy Advisor or Operating Advisor performs Operational Services. Any such compensation, including any promotes, profit sharing or incentive equity in respect of the Fund’s Investments, will not offset or reduce any management fees or carried interest earned by ISQ in respect of a Fund. The cost of any compensation and related expenses earned by

Operating Directors, Senior Policy Advisors and Operating Advisors, including travel costs, temporary, semi-permanent or permanent housing or relocation costs and any applicable overhead, such as accounting, network, communications, administration and other support benefits and office space, all constitute “Operational Service Costs.” Operational Service Costs received by Operating Directors, Senior Policy Advisors or Operating Advisors, including any amounts received in connection with particular transactions or investments, will not offset or reduce any management fees or carried interest earned by ISQ in respect of a Fund. Certain Operational Service Costs of Senior Policy Advisors and Operating Advisors incurred in respect of a Fund, one or more investments or prospective investments or the relevant portfolio company(ies) may be allocated to and borne by the relevant Fund or the relevant portfolio company(ies), based on time spent by such persons. Certain Operational Service Costs of Operating Directors incurred in respect of a Fund, one or more investments or prospective investments or the relevant portfolio company(ies) may be allocated to and borne by the relevant Fund or the relevant portfolio company(ies) based on time spent by such persons, to the extent that the performance of such Operational Services by an Operating Director could otherwise be performed by third parties or internal portfolio company personnel, or as otherwise approved by the relevant Fund’s Limited Partner Advisory Committee. To the extent that any Operating Director, Senior Policy Advisor or Operating Advisor provides services to multiple entities (i.e., multiple Funds), ISQ will allocate the related Operational Service Costs to the applicable Funds and/or their respective portfolio companies on a basis that it considers to be fair and equitable after considering such factors as ISQ deems relevant, but in any case, in its sole discretion. Allocation methodologies used by ISQ in these circumstances include, but are not limited to: (i) allocation based on time spent by such persons; (ii) allocation based on capital commitments if such Operational Service Costs do not relate to any particular investment; (iii) allocation based on capital invested or proposed to be invested by each applicable fund if such Operational Service Costs are related to one or more actual or potential investments; or (iv) such other basis or bases that ISQ believes to be fair and equitable. A Fund’s share of any Operating Director’s, Senior Policy Advisor’s or Operating Advisor’s Operational Service Costs, will be borne, directly or indirectly, by the relevant Fund (whether paid by the Fund, by a portfolio company or by ISQ and subsequently reimbursed by the Fund or a portfolio company). While such Operational Service Costs will be at rates ISQ believes to be commercially reasonable for the relevant services provided, exclusive arrangements or other factors may result in Operational Service Costs not always being comparable to costs, fees and expenses charged by other third parties. In addition to compensation, Operational Service Costs borne by a Fund generally will also include the Fund’s share of any travel costs, temporary, semipermanent or permanent housing or relocation costs or other out of pocket expenses incurred by Operating Directors, Senior Policy Advisors and Operating Advisors in connection with the provision of their services. Accounting, network, communications, administration and other support benefits, including office space, may be provided by

Read the rest in the brochure

Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks

of Loss Investment Strategies and Methods of Analysis Our focused investment approach is based on regional and sector-specific strategies developed through ISQ’s assessment of the most competitively advantaged sectors and subsectors across the energy, utilities (including water and waste management), telecom, and other infrastructure sectors in each region. We target investments with attractive yield generation, explicit or strong implicit protections against inflation, modest leverage, and acceptable levels of policy and regulatory risk. Our Investment Committee, comprised of senior members of ISQ, is ultimately responsible for making final investment decisions for the Funds. Our investment objective for the Primary Funds, other than as described below, is to seek to achieve long-term capital appreciation and current income by making equity and equity-related investments in infrastructure and infrastructure related assets (including social infrastructure) located globally, with the global funds focusing on the Americas, Europe, Australia and select growth economies, the growth funds solely focusing on growth economies and the regional funds focusing primarily but not exclusively on country-specific assets. The Funds may also invest in debt securities that have equitylike returns or an equity component, or are related to its equity investments, including without limitation convertible debt, mezzanine debt, bank loans and participations and other similar investments. The credit funds seek to generate significant yield premium in bespoke privately negotiated lending opportunities, with a focus on current cash yield and downside protection. The Credit Fund targets customized credit solutions, with a focus on capital preservation and current cash yield across transportation, utilities, digital infrastructure, social infrastructure and energy sectors in primarily OECD countries. The portfolio is intended to comprise investment and non-investment grade debt, averaging BB/B credit quality. The infratech funds seek to make growth stage investments in companies with proven technology that has applicability to infrastructure. . Infrastructure companies traditionally have been late adopters but new technology is now transforming the way infrastructure assets are built and used in fundamental and permanent ways. Venture capital has been historically under allocated to the infrastructure sector, which practice the Infratech Funds seeks to redress. The energy transition fund targets deploying capital in investments that focus on enabling the energy transition to renewable or cleaner sources of energy, thus seeking to contribute to climate change mitigation and to support the long-term global temperature goals of the Paris Agreement. This fund seeks to assemble a diversified

portfolio of infrastructure assets with stable infrastructure characteristics and low correlation to each other, a high margin of safety and attractive risk-adjusted returns. Risk of Loss Acquiring an interest in a Fund involves a number of significant risks. The Funds are designed for sophisticated investors who fully understand and are capable of bearing the risk of an investment in a Fund. No guarantee or representation can or will be made that a Fund will achieve its investment objective or that investors will receive a return on their capital. An investment in a Fund may be deemed a speculative investment and is not intended as a complete investment program. All investing involves a risk of loss and the investment strategies pursued by the Funds could lose money over short or even long periods of time. Prospective and existing investors are advised to review the respective Fund Governing Documents and other constituent documents for each Fund for full details on each applicable Fund’s investment, operational and other actual and potential risks and the conflicts of interests related thereto. The following list is not a complete list of all risks, conflicts of interest and other considerations involved in connection with an investment in a Fund. •

Risks Associated with the Funds’ Investment Strategies:

The investment strategies pursued by the Funds involve making illiquid private investments in a relatively small number of infrastructure projects. As a result, each Fund’s portfolio tends to be highly concentrated, and the failure of even one of these investments could have a materially adverse impact on a Fund’s overall performance.

The competition for sourcing investments for the Funds is becoming increasingly intense. There can be no assurance that ISQ will be able to source a sufficient number of suitable investments at reasonable valuations to achieve a Fund’s investment objective. In particular, ISQ encounters competition from other entities having similar investment objectives. Potential competitors include other investment funds and corporations, business development companies, other infrastructure funds, strategic industry acquirers and other financial investors investing directly or through affiliates. The infrastructure investing landscape is rapidly evolving and additional investment funds with similar objectives have been formed or have announced their formation and additional investment funds may be formed in the future by other related or unrelated parties. Some of these competitors may have more relevant experience, greater financial resources or more personnel than ISQ. These competitors may also be seeking to dispose of infrastructure assets at the same time as ISQ, thereby creating competition for potential buyers.

The Funds’ investment strategies often involve investing in infrastructure projects that are subject to significant risks, including strategic, financial or other challenges. Some of these projects may be highly leveraged, and the Funds’ exit strategies may be uncertain at the time the Funds make an investment. The success of the Funds’ investments is highly dependent on the ability of the

managers of these projects to successfully navigate these and other challenges. In particular, investments in infrastructure assets involve many significant, relatively unusual and acute risks.

Infrastructure project revenues can be affected by a number of factors beyond ISQ’s ability to predict or control, including but not limited to economic and market conditions, political events, wars, competition, cyber-attacks, tariffs, public health crises, regulation, and the financial position and business strategy of customers. Unanticipated changes in the availability or price or inputs necessary for the operation of infrastructure assets may adversely affect the overall profitability of the investment or related project. Events outside of a portfolio company, including but not limited to governmental regulation, demographic changes, economic growth, increasing fuel prices, government macroeconomic policies, toll rates, social stability, competition from un-tolled or other forms of transportation, natural disasters, changes in weather, changes in demand for products or services, bankruptcy or financial difficulty of a major customer and acts of war or terrorism, could significantly reduce the revenues generated or significantly increase the expense of constructing, operating, maintaining or restoring infrastructure facilities. In turn, this may impair a portfolio company’s ability to repay its debt, make distributions to the Funds or even result in the termination of applicable concession or other agreements. In addition, such disruptions can negatively impact the ability of ISQ’s personnel to effectively identify, monitor, operate and dispose of investments. Finally, such events may contribute to increased volatility in financial markets. Such volatility could adversely affect ISQ’s ability to raise capital for a Fund, find financing for a Fund’s portfolio companies or identify potential purchasers of a Fund’s investments, all of which could have a material and adverse impact on a Fund’s performance. The impact of any such crisis is difficult to predict and presents material uncertainty and risk with respect to a Fund’s performance.

As a general matter, the operation and maintenance of infrastructure assets or businesses involve various risks and is subject to substantial regulation, many of which may not be under the control of the owner/operator, including labor issues, failure of technology to perform as anticipated, structural failures, accidents, and the need to comply with the directives of government authorities. Although portfolio companies may maintain insurance to protect against certain risks, where available on reasonable commercial terms (such as business interruption insurance that is intended to offset loss of revenues during an operational interruption), such insurance is subject to customary deductibles and coverage limits and may not be sufficient to recoup all of a portfolio company’s losses. Furthermore, once infrastructure assets become operational, they may face competition from other infrastructure assets in the vicinity of the assets they operate, the presence of which depends in part on governmental plans and policies.

The Funds also invest extensively outside of the United States. Investing overseas entails additional investment risks, including currency risk, lack of

transparency and the risk of operating in markets with less well-developed legal systems to protect the rights of investors and creditors. In particular, the Funds make investments in countries considered “emerging markets,” including the Growth Fund, which exclusively invests in “emerging markets.” Investments in emerging markets are likely to carry particular risks specific to their local economy, business, regulatory, and political system. These can include (without limitation) political or sovereign risk; risks associated with less developed legal frameworks and standards of corporate governance (which may include frequent and unforeseen changes to local laws and regulations); risks resulting from lack of transparency in relation to accounting, auditing and other reporting or standards of disclosure; as well as the risk that restrictions may apply to an investor’s ability to repatriate proceeds from an investment, if made by a nonresident of an emerging market country. Furthermore, investments in emerging markets may require significant government approvals under corporate, securities, exchange control, investment and other similar laws and may require financing and structuring alternatives that differ significantly from those customarily used in more developed countries.

The debt securities and other interests in which the Funds may invest may include secured or unsecured debt at various levels of an issuer’s capital structure, which may be subordinated to substantial amounts of senior indebtedness. In addition, the debt securities in which the Funds may invest may not be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity, and may not be rated by a credit rating agency. Debt securities are also subject to other creditor risks, including (i) the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws, (ii) so-called lender liability claims by the issuer of the obligations, and (iii) environmental liabilities that may arise with respect to collateral securing the obligations. The Funds’ investments may be subject to early redemption features, refinancing options, prepayment options, or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by the Funds earlier than expected, resulting in a lower return to the Funds than anticipated or underwritten. In addition, depending on fluctuations of the equity markets and other factors, warrants and other equity securities may become worthless. Accordingly, there can be no assurance that the Funds rate of return objectives will be realized.

In addition, one of the fundamental risks associated with the Funds’ investments in debt securities is credit risk, which is the risk that a borrower will be unable or unwilling to make principal and interest payments on its outstanding debt obligations when due. A Fund’s returns to its investors would be adversely impacted if a borrower to which the Fund lends becomes unable to make such payments when due. While the Fund will generally target investments in companies it believes are able to repay their indebtedness, these companies could still present a high degree of business and credit risk. Companies in which a Fund invests could deteriorate as a result of, among other factors, an adverse

development in their businesses, a change in the competitive environment or the continuation or worsening of any economic and financial market downturns and dislocations. As a result, companies that ISQ expected to be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position, or may otherwise have a weak financial condition or experience financial distress.

Read the rest in the brochure

Item 7: Types of clients

We provide investment advice to the Funds. Investors in the Funds include public and private pension plans, insurance companies, sovereign wealth funds, funds-of-funds, family offices, and other institutional investors. The Funds may have a specified minimum investment set forth in the offering documentation, organizational documents or other governing documents. Such a minimum is typically subject to the discretion, on the part of ISQ, to permit investment of a smaller amount generally or with respect to any investor.

Item 6: Performance-based fees and side-by-side management Conflicts of interest

Management

Fees

and

Side-by-Side

As noted in Item 5 above, ISQ-affiliated general partner carry vehicles generally receive carried interest distributions from certain of the Funds, which are based on a share of the net profits of such Funds. The amounts of such distributions are set forth in these vehicles’ respective Fund Governing Documents. Such carried interest distributions may create an incentive for ISQ and its supervised persons to make investments on behalf of the Funds or such Co-Investment Vehicles that may be riskier or more speculative than would be the case in the absence of such distributions. In addition, to the extent we may be managing more than one Fund that is actively investing at any given time, and to the extent those Funds have carried interest provisions that vary from one another, we would have an incentive in allocating investment opportunities to favor Funds with a potential for higher performance-based compensation over Funds with lower or no performance-based compensation. To address this conflict, we have adopted policies and procedures that are designed to ensure that, over time, all of our clients are treated in a fair and equitable manner with respect to the allocation of investment opportunities. Please refer to “Item 12 – Brokerage Practices” below for further details.

Item 10: Other financial industry activities and affiliations Conflicts of interest

ISQ acts as investment adviser to the Funds, and certain related legal persons act as general partner of the Funds, as applicable. ISQ OpenInfra is an affiliate of ISQ and provides advisory services to the Advisory Funds. Neither we, nor any of our management persons, are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither we nor any of our management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor or an associated person of the foregoing entities. Other than as described below, neither we nor any of our management persons have any relationship or arrangement that is material to our advisory business or to the Funds with any related person who is a broker-dealer, municipal securities dealer or government securities dealer or broker; investment company or other pooled investment vehicle; other investment adviser or financial planner; futures commission merchant, commodity pool operator or commodity trading advisor; banking or thrift institution; accountant or accounting firm; lawyer or law firm; insurance company or agency;

pension consultant; real estate broker or dealer; or sponsor or syndicator of limited partnerships. In February 2016, our parent company, I Squared Capital, acquired a 51% interest in Avanz Capital Management LP, a private equity investment adviser that provides services to funds that invest in private equity funds that invest in emerging and developing countries. We do not believe that our parent company’s ownership interest in Avanz Capital Management LP creates a material conflict of interest due to different investment and compliance personnel and the different investment strategies employed by each firm. In October 2019, funds affiliated with Blue Owl (formerly known as Dyal Capital Partners, L.P.), a division of Neuberger Berman, acquired a passive, indirect, non-voting minority interest in I Squared Capital, LLC (“I Squared Capital”), which is the parent company of the Adviser. I Squared Capital was previously a Cayman Islands exempt limited company and was converted to a Cayman Islands limited liability company prior to the closing of the transaction. In December 2021, Blue Owl increased its ownership interest in I Squared Capital, but such interest remains a passive, non-voting minority interest. There have been no changes in the strategy, management team, investment team, investment process or day-to-day operations of the adviser or any of the relying advisers as a result of these transactions.

Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest

Transactions and Personal Trading We have a written Code of Ethics which applies to all our employees and any other person who enters into a significant consulting or other similar relationship with us that is not specifically exempted. Our Code of Ethics requires our employees to serve the best interests of our Clients in compliance with our status as a fiduciary, to comply with applicable federal securities laws, and to report any violations of our Code of Ethics promptly to our Chief Compliance Officer. Among other things, each of our employees must pre-clear certain personal securities transactions and must also provide annual securities holdings reports and quarterly securities transactions reports. Employees are also prohibited from purchasing securities from the restricted list. The Code of Ethics includes policies and procedures to prevent the misuse and disclosure of material nonpublic information and other confidential information, as well as policies and procedures addressing conflicts of interest, outside activities of employees, gifts and business entertainment, and political contributions. We make our Code of Ethics available to any investor or prospective investor who requests a copy.

Item 12: Brokerage practices Conflicts of interest

We invest primarily in privately negotiated investments, although we may occasionally acquire, sell or distribute public securities on behalf of the Funds. When investing in

privately negotiated transactions, we believe we satisfy our best execution responsibilities through careful negotiation of the terms of the investment. With respect to those limited instances in which we acquire, sell or distribute publicly traded securities or enter into hedging contracts on behalf of the Funds through a broker-dealer or other financial institution, we will seek to satisfy our best execution obligations by considering all relevant facts and circumstances. We will generally seek competing bids and look for whether the transaction represents the best qualitative execution, including the price and size of the order, the trading characteristics of the securities involved, the value of research provided by each broker, the broker’s execution abilities, commission rates, financial responsibility, and responsiveness, as well as counterparty risk and concentration risk, as applicable. Under no circumstances will we select a broker-dealer based on that broker-dealer’s capital raising activities on behalf of the Funds. However, we may execute trades through broker/dealers that have acted as placement agents on behalf of the Funds or otherwise assisted our capital-raising efforts so long as we have determined that such broker-dealer is capable of delivering best execution in respect of our trades on behalf of our Clients. We do not have any soft dollar arrangements with any brokers whereby we can direct a broker to pay for external research services from a soft dollar account. Infrequently, the Firm will aggregate orders for the purchase or sale of securities on behalf of multiple Funds. In such instances we will aggregate orders as we deem appropriate and in the best interest of the participating Funds, subject to and in accordance with the applicable provisions in the applicable Fund Governing Documents. We maintain policies and procedures that are designed to ensure that all investment opportunities are, to the extent applicable, allocated among our Clients on a basis that over time is fair and equitable to each Fund relative to other Funds taking into account all relevant facts and circumstances. From time to time, ISQ will be presented with investment opportunities that would be suitable not only for a Fund, but also for other Funds and other investment vehicles operated by advisory affiliates of ISQ. In determining which investment vehicles should participate in such investment opportunities, ISQ and its affiliates are subject to conflicts of interest among the investors in such investment vehicles. Except as required by the respective Fund Governing Documents, ISQ is not obligated to recommend any investment to any particular investment vehicle. Investments by more than one Client of ISQ in a portfolio company also have the potential to raise the risk of using assets of a Client of ISQ to support positions taken by other clients of ISQ. ISQ must first determine which Fund(s) will, or are required to, participate in the relevant investment opportunity. ISQ generally assesses whether an investment opportunity is appropriate for a particular Fund based on the Fund Governing Documents, as well as factors including, but not limited to: (a) the sourcing of the transaction; (b) the size and nature of the investment; (c) the risk29

return or target return profile or projected hold period of the proposed investment relative to each Fund’s current risk profiles (it being understood that there can be no assurance that the actual returns from such investments will be in line with such targets, that investments will be held for the projected hold period or that such characteristics will ultimately match ISQ’ expectations at the time such investments are made); (d) the relative amounts of capital available for investment; (e) principles of diversification; (f) the location of the investment assets; (g) each Fund’s investment focus, investment guidelines, restrictions, terms and objectives, including whether such objectives are considered solely in light of the specific investment under consideration or in the context of the respective portfolios’ overall holdings; (h) the need to re-size risk in each Fund’s portfolios (including the potential for the proposed investment to create an industry, sector or issuer imbalance in each Fund’s portfolios, as applicable) and taking into account any existing non-pro rata investment positions in the portfolio of each Fund; (i) liquidity considerations of the Funds, including during a ramp-up or wind-down of one or more Fund, proximity to the end of a Fund’s specified term or investment period, any redemption/withdrawal requests, anticipated future contributions and available cash; (j) tax consequences; (k) regulatory or contractual restrictions or consequences; (l) avoiding a de minimis allocation; (m) availability and degree of leverage and any requirements or other terms of any existing leverage facilities; (n) each Fund’s investment focus on a classification attributable to an investment or issuer of an investment, including, without limitation, geography, industry or business sector; (o) the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals dedicated to each Fund; (p) the management of any actual or potential conflict of interest; (q) with respect to investments that are made available by counterparties pursuant to negotiated trading platforms (e.g., ISDA contracts), the absence of such relationships (which may not be available for all Clients); and (r) any other considerations deemed relevant by ISQ in good faith (all of the foregoing factors being hereinafter referred to as the “Investment Allocation Considerations”). A Fund generally reserves the right to invest together with other Funds in the manner set forth in the Fund Governing Documents and ISQ’s policies and procedures. ISQ will determine the allocation of investment opportunities among Funds in a manner that it believes is fair and equitable to its clients under the circumstances over time consistent with ISQ’s obligations and reserves the right to take into consideration factors such as those set forth above. We may depart from this policy in a particular circumstance if it is determined that it would be appropriate to do so and that such a departure would nonetheless be consistent with our fiduciary duties to the Funds. Such cross-fund sharing of investment opportunities may occur in circumstances deemed appropriate by us. A follow-on investment opportunity in an existing portfolio company will generally first be considered as an opportunity for the Fund(s) that has an existing investment in that portfolio company. To the extent that multiple Funds hold an interest in the same portfolio company, we will allocate any disposition opportunities with respect to that investment on a basis that is fair and equitable to each Fund relevant to other Funds taking into account all relevant facts and circumstances, including without limitation the relative ownership percentages of the Clients in the applicable portfolio company; provided that ISQ may adjust such follow-on investment allocations in its discretion in

accordance with the Investment Allocation Considerations (including, without limitation, in consideration of the availability of capital). To the extent that a Fund does not participate in any such follow-on investment or participates in such follow-on investment in a smaller proportion than its existing investment in such portfolio company, its ownership interests in such portfolio company will be diluted (with such dilution generally determined based on such portfolio company’s value). Depending on the size and other relevant factors associated with an investment opportunity, investment allocation decisions may be further made with respect to potential co-investment in the investment opportunity. We may evaluate possible coinvestors based on all relevant factors, including those specific to the investment opportunity and as set forth in the relevant Fund Governing Documents. Subject only to any applicable provisions in the respective Fund Governing Documents or side letters, we may but are under no obligation to offer co-investment opportunities to existing investors in the Funds on a pro rata basis or otherwise. ISQ’s allocation of investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some such persons relative to others. While ISQ will allocate investment opportunities in a manner that it believes is fair and equitable to the Funds under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which ISQ expects to be subject, discussed herein, did not exist.

Item 14: Client referrals and other compensation Conflicts of interest

Historically, we have entered into arrangements in which third parties assist in our capital raising efforts in exchange for a fee. We typically pay a fee to these placement agents calculated as a percentage of the total funds raised by the placement agent, as specifically negotiated with the placement agent. Investors typically do not bear the cost of these referral fees as any such amounts paid reduce the management fees otherwise payable to us and our affiliates. We do not engage any placement agent or finder that is not duly registered with FINRA (or the corresponding non-US authorities, as applicable) or duly registered with the SEC as an investment adviser, as applicable.

Our use of placement agents is disclosed in our offering materials. Under Rule 206(4)1 of the Advisers Act, such placement agents are considered to be providing a “compensated endorsement” of the Funds. Prospective investors should be aware that a placement agent is subject to certain conflicts of interest, including an incentive to recommend the Fund over other investment opportunities due to the fact that the placement agent is being compensated in connection with any investors that it successfully refers to the Fund.

Item 9: Disciplinary information

Not applicable.

Item 13: Review of accounts

We manage the Funds on a day-to-day basis. The Funds’ portfolio investments are closely reviewed by our Partners and other investment professionals. Investors receive written annual and quarterly reports which include a discussion of the Funds’ performances. The annual reports include audited financial statements that are prepared for the Funds following the end of each fiscal year, while quarterly reports include unaudited financial statements that are prepared for the Funds following the end of each fiscal quarter, in each case in accordance with the terms of the Fund Governing Documents.

Item 15: Custody

ISQ is deemed to have custody of the securities and other assets in certain of the Funds as a result of ISQ’s control of the general partner or the managing member of the Funds. In accordance with the requirements of applicable law, ISQ has established custodial accounts with a “qualified custodian” who maintains physical possession of Funds’ securities, cash and other assets. In addition, the financial statements of the Funds are audited by a nationally recognized Public Accounting Oversight Board (PCAOB)registered independent auditor and distributed to investors within 120 days of the applicable fiscal year-end of the respective Fund.

Item 16: Investment discretion

We generally have the authority to make all investment determinations on behalf of the Funds, including investments across Funds. The relevant Fund Governing Documents generally impose some limitations on our investment discretion, which limitations can only be waived by our investors.

Item 17: Voting client securities

We have a Voting Policy to comply with Rule 206(4)-6 under the Advisers Act. The Voting Policy, which has been designed to ensure that we vote client securities in their best interest and provide them with information about how such securities are voted, contains procedures that have been reasonably designed to prevent and detect fraudulent, deceptive or manipulative acts by us. It is our policy to vote client securities in the interest of maximizing equity holder value. To that end, we will vote in a way that we believe, consistent with our fiduciary duty, will cause the value of the securities to increase the most or decline the least. Consideration will be given to both the short-term and long-term implications of any proposal to be voted on when considering the optimal vote. We will vote client securities in the best interest of the Funds. In voting client securities, we will avoid material conflicts of interest between our interests on the one hand and the interests of the Funds on the other. The Funds are not able to direct our vote for any particular proposal. We will maintain records of all client security statements received and votes cast in an easily accessible place for five years. Investors and prospective investors may request

information from us about how we voted the securities held by the Funds. We will make our Voting Policy available to any investor or prospective investor who requests a copy.

Item 18: Financial information

We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. We have not been the subject of a bankruptcy petition at any time.

FORM ADV PART 2B: BROCHURE SUPPLEMENT March 25, 2025

I Squared Capital Advisors (US) LLC 600 Brickell Avenue, Penthouse Miami, FL 33131 P: (786) 693-5700 F: (212) 339-5390 www.isquaredcapital.com

This brochure supplement provides information about Gautam Bhandari of I Squared Capital Advisors (US) LLC; this supplements the I Squared Capital Advisors (US) LLC brochure which is available on the SEC’s website at www.adviserinfo.sec.gov. Please contact the firm’s Chief Compliance Officer, Lisa Fleischman, if you have any questions about the contents of this supplement.

Item 1

Cover Page

This brochure supplement provides information about Gautam Bhandari that supplements the I Squared Capital Advisors (US) LLC (“ISQ”) brochure. You should have received a copy of that brochure. Please contact the Chief Compliance Officer, Lisa Fleischman, at (786) 693-5778 or by email at: lisa.fleischman@isquaredcapital.com if you did not receive ISQ’s brochure or if you have questions about the contents of this supplement.

Item 2

Educational Background and Business Experience

Gautam Bhandari is a Co-founder and Managing Partner of I Squared Capital, an independent multibillion dollar global infrastructure investment company with over 125 professionals based in Miami, Hong Kong, London, New Delhi, New York and Singapore. The company specializes in infrastructure investments with over $13 billion of assets under management in the energy, utilities, transport, telecom, and social infrastructure sectors in the U.S., Europe and select highgrowth economies including China, India and Latin America.

Prior to I Squared Capital, Gautam spent 11 years at Morgan Stanley in New York and Asia, where he was Managing Director and Head of Asia for Morgan Stanley Infrastructure Partners, a $4 billion global infrastructure fund. He was also a voting member of the global Investment Committee and served on several of the fund’s global Review Committees. He started his career in finance at Morgan Stanley in New York, where he worked on debt restructurings, debt and equity financings and M&A for some of the firm’s larger and more complex clients such as General Motors, Tyco and Accenture, and other multinational clients. Prior to joining Morgan Stanley, Gautam worked at Advanced Technology Materials Inc., a semiconductor chip technology company. Gautam holds an MBA in Finance from the Stern School of Business at New York University, where he was an Amerada Hess Merit Scholar, a Ph.D. in Chemistry from the University of Delaware, where he was the University Merit Fellow and recipient of the Joel L. Silver Award for the best doctoral dissertation work, and a B.Sc. (Honors) from St. Stephens College, Delhi University. Gautam also holds twenty patents in the semiconductor industry and is the author of several published academic papers.

Item 3

Disciplinary Information

There are no legal or disciplinary events to report regarding Mr. Bhandari.

Item 4

Other Business Activity

Mr. Bhandari is not engaged in any investment-related business or any other business or occupation outside of his roles with ISQ.

Item 5

Additional Compensation

Mr. Bhandari does not receive any additional compensation that is required to be disclosed.

Item 6

Supervision

As a Managing Partner, Mr. Bhandari is not subject to the direct supervision of any other individual, although Lisa Fleischman, the Chief Compliance Officer of ISQ, oversees his compliance with the firm’s policies and procedures.

Item 7: Requirements for State-registered Advisers Not applicable.

FORM ADV PART 2B: BROCHURE SUPPLEMENT

March 25, 2025

I Squared Capital Advisors (US) LLC 600 Brickell Avenue, Penthouse Miami, FL 33131 P: (786) 693-5700 F: (212) 339-5390 www.isquaredcapital.com

This brochure supplement provides information about Sadek Wahba of I Squared Capital Advisors (US) LLC; this supplements the I Squared Capital Advisors (US) LLC brochure which is available on the SEC’s website at www.adviserinfo.sec.gov. Please contact the firm’s Chief Compliance Officer, Lisa Fleischman, if you have any questions about the contents of this supplement.

Item 1

Cover Page

This brochure supplement provides information about Sadek Wahba that supplements the I Squared Capital Advisors (US) LLC (“ISQ”) brochure. You should have received a copy of that brochure. Please contact the Chief Compliance Officer, Lisa Fleischman, at (786) 693-5778 or by email at: lisa.fleischman@isquaredcapital.com if you did not receive ISQ’s brochure or if you have questions about the contents of this supplement.

Item 2

Educational Background and Business Experience

Sadek Wahba is the Founder, Managing Partner, and Chief Investment Officer of ISQ. Prior to founding ISQ, Mr. Wahba was at Morgan Stanley for 14 years, where he was the Chief Executive Officer of Morgan Stanley Infrastructure, a global platform for infrastructure investments, and Chief Investment Officer of Morgan Stanley Infrastructure Partners, a $4 billion infrastructure investment fund. The portfolio included investments in several countries and diverse sectors including power generation, co-generation, gas distribution, transmission and distribution companies, airports, toll roads, and container ports. Prior to joining Morgan Stanley, Mr. Wahba worked on structed

financings at Lehman Brothers and as an economist for several years at the World Bank in Washington, D.C. Mr. Wahba earned a Ph.D. in Economics from Harvard University, a M.Sc. in Economics from the London School of Economics, and a BA in Economics from the American University in Cairo.

Item 3

Disciplinary Information

There are no legal or disciplinary events to report regarding Mr. Wahba.

Item 4

Other Business Activity

Mr. Wahba is not engaged in any investment-related business or any other business or occupation outside of his roles with ISQ.

Item 5

Additional Compensation

Mr. Wahba does not receive any additional compensation that is required to be disclosed.

Item 6

Supervision

As a Managing Partner, Mr. Wahba is not subject to the direct supervision of any other individual, although Lisa Fleischman, the Chief Compliance Officer of ISQ, oversees his compliance with the firm’s policies and procedures.

Item 7: Requirements for State-registered Advisers Not applicable.

Subsidiaries and ownership

Subsidiaries (GLEIF)

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record.

Timeline

  1. Apr 17, 2012Founded I SQUARED CAPITAL ADVISORS (US) LLC is founded1