StratCap Digital Infrastructure REIT, Inc.

Our principal executive and administrative offices are located in leased space at 30 Rockefeller Plaza, Suite 2050, New York, NY 10112. We consider these facilities to be suitable and adequate for the management and operations of our business.

• We may suffer from delays in locating suitable investments, which could adversely affect our ability to make distributions and the value of your investment.
• We may be unable to make or maintain cash distributions or increase distributions over time.
• We may pay distributions from sources other than our cash flow from operations, including, without limitation, the sale of or repayment under our assets, borrowings or offering proceeds, and we have no limits on the amounts we may pay from such sources.
• Our Board may change our investment policies without stockholder approval, which could alter the nature of your investments.
• If we are unable to raise substantial funds in the Public Offering, we will be limited in the number and type of investments we may make, and the value of your investment in us will fluctuate with the performance of the specific properties we acquire.
• A high concentration of our properties in a particular geographic area, or of tenants in a similar industry, would magnify the effects of downturns in that geographic area or industry.
• If the Advisor is unable to find suitable investments or successfully implement our investment strategy, then we may not be able to achieve our investment objectives or pay distributions.
• If our Advisor and its affiliates are unable to retain key personnel, our ability to implement our investment strategies could be delayed or hindered, which could adversely affect our ability to make distributions and the value of your investment.
• Our Advisor can resign on 60 days’ notice from its role as Advisor, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business, and results of operations and cash flows.
• Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce your and our recovery against them if they cause us to incur losses.
• The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions, make additional investments and service our debt.
• Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
• We have incurred net losses under GAAP in the past and may incur net losses in the future, and we have an accumulated deficit and may continue to have an accumulated deficit in the future.
• We may be subject to additional risks from any non-U.S. investments.
• Risks Related to Conflicts of Interest
• Various potential and actual conflicts of interest will arise, and these conflicts may not be identified or resolved in a manner favorable to us.
• The fees we pay in connection with the Public Offering and the agreements entered into with our Advisor and its affiliates were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party.
• The Advisor faces a conflict of interest because the fees it receives for services performed are based in part on our NAV, which the Advisor is ultimately responsible for determining.
• The Advisor’s management fee and performance participation interest may not create proper incentives or may induce the Advisor and its affiliates to make certain investments, including speculative investments, that increase the risk of our real estate portfolio.
• Our Advisor faces potential conflicts of interest relating to the purchase and leasing of properties, and such conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
• We may co-invest or joint venture an investment with a sponsor affiliated entity or related party.
• Our Advisor and its affiliates and their officers and other key personnel face competing demands relating to their time, and this may cause our operating results to suffer.
• Under certain circumstances, our Advisor may determine not to pursue some or all of an investment opportunity within our investment objectives and guidelines, including without limitation, as a result of our prior investments, business or other reasons applicable to us, our Sponsor or its affiliates.
• Our Sponsor may raise and/or manage additional real estate investment entities, which could result in the reallocation of our Sponsor’s personnel and the direction of potential investments to such other programs.
• Certain principals and employees will, in certain circumstances, be involved in and have a greater financial interest in the performance of our Sponsor’s other real estate investment entities, and such activities may create conflicts of interest in making investment decisions on our behalf.
• The personnel of the Dealer Manager and our Advisor may trade in securities for their own accounts, subject to restrictions applicable to our Sponsor’s personnel.
• Disputes between our Sponsor and our joint venture partners who have pre-existing investments with our Sponsor or its affiliates may affect our investments with such joint venture partners.
• Our UPREIT structure may result in potential conflicts of interest with limited partners in our Operating Partnership whose interests may not be aligned with those of our stockholders.
• There is no separate counsel for us, our Advisor, our Dealer Manager and some affiliates of us and our Dealer Manager, which could result in conflicts of interest.
• We expect to have a diverse stockholder group and the interests of our stockholders may conflict with one another and may conflict with the interests of investors in other vehicles that we co-invest with.
• Risks Related to Our Organization and Our Structure
• No investor may own more than 9.9% of our stock unless exempted by our Board, which may discourage a takeover that could otherwise result in a premium price to our stockholders.
• Our charter permits our Board to authorize us to issue preferred stock on terms that may be senior to the rights of the holders of our current common stock or discourage a third party from acquiring us.
• We depend on our Advisor to select our investments and otherwise conduct our business, and any material adverse change in its financial condition or our relationship with our Advisor could have a material adverse effect on our business and ability to achieve our investment objectives.
• The termination or replacement of our Advisor could trigger a repayment event under any future mortgage loans for our properties, a credit agreement governing future lines of credit and any repurchase agreements.
• Our Advisor manages our portfolio pursuant to very broad investment guidelines and generally is not required to seek the approval of our Board for each investment, financing or asset allocation decision made by it, which may result in our making riskier investments and which could adversely affect our results of operations and financial condition.
• You will have limited control over changes in our policies and operations, which increases the uncertainty and risks you face as a stockholder.
• Our ability to conduct the Public Offering successfully depends, in part, on the ability of our Dealer Manager to successfully establish, operate and maintain a network of broker-dealers.
• We may change our targeted investments without stockholder consent.
• Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
• Our Dealer Manager is one of our affiliates, therefore you will not have the benefit of the type of independent review of us customarily performed in underwritten offerings.
• Investing in shares of our common stock may involve an above average degree of risk and is intended for long-term investors.
• Any estimated NAV per share may not be an accurate reflection of the fair value of our assets and liabilities and likely will not represent the amount of net proceeds that would result if we were liquidated or dissolved.
• Our NAV per share amounts may change materially if the appraised values of our real estate assets materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.
• It may be difficult to reflect, fully and accurately, material events that may impact our monthly NAV.
• NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.
• Your interest in us will be diluted if we issue additional shares, which could reduce the overall value of your investment.
• If we internalize our management functions, the percentage of our outstanding capital stock owned by our other stockholders could be reduced, and we could incur other significant costs associated with being self- managed.
• Payments to the Advisor in the form of common stock or OP Units it elects to receive in lieu of fees or distributions will dilute future cash available for distribution to our stockholders.
• Our Board has opted out of provisions of the Maryland General Corporation Law relating to deterring or defending hostile takeovers. Although we will not currently be afforded this protection, our Board could opt into one or more of these provisions of Maryland law in the future, which may discourage others from trying to acquire control of us and may prevent you from receiving a premium price for your shares in connection with a business combination.
• We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements.
• If we sell real estate assets by providing financing to purchasers, defaults by the purchasers would adversely affect our cash flows and our ability to make distributions to our stockholders.
• Fees and expenses may adversely impact our ability to pay dividends.
• General Risks Related to Digital Infrastructure Real Estate Assets
• If a tenant, customer or subscriber declares bankruptcy, we may be unable to collect balances due under relevant contracts or subscription agreements, which would reduce our cash flows from operations and the amount available for distributions to you.
• We may not be able to fully recognize the anticipated benefits of the digital infrastructure real estate that we acquire.
• We may obtain only limited warranties when we purchase an asset and would have only limited recourse if our due diligence did not identify any issues that lower the value of such asset, which could adversely affect our financial condition and ability to make distributions to our stockholders.
• We may be unable to secure funds for future capital improvements or capital needs, which could adversely impact our ability to make distributions to our stockholders.
• Our inability to sell an asset when we desire to do so could adversely impact our ability to make distributions to you.
• We may be required to indemnify the purchasers of our assets, which could hurt our ability to make distributions or result in a decline in the value of your investment.
• We may not be able to sell an asset at a price equal to, or greater than, the price for which we purchased such asset, which may lead to a decrease in the value of our assets and a reduction in the value of your shares.
• We may acquire or finance assets with lock-out provisions, which may prohibit us from selling an asset, or may require us to maintain specified debt levels for a period of years on some assets, which could have an adverse effect on your investment.
• Rising expenses could reduce cash flow and funds available for future acquisitions or distributions to you.
• If we suffer losses that are not covered by insurance or that are in excess of insurance coverage, we could lose invested capital and anticipated profits.
• Real estate-related taxes may increase and if these increases are not passed on to tenants, our income will be reduced, which could adversely affect our ability to make distributions to our stockholders.
• Failure to timely and efficiently execute on construction projects for digital infrastructure real estate could adversely affect our business.
• Competition with third parties for assets and other investments may impede our ability to make future acquisitions or may increase the cost of these acquisitions and reduce our profitability and the return on your investment.
• Increasing competition within the tower industry may adversely affect our contract rates and the amount of rent paid to us may affect the cash available for distributions and the amount of distributions paid to our stockholders.