08/13/2025 | Press release | Distributed by Public on 08/13/2025 07:56
As filed with the Securities and Exchange Commission on August 13, 2025
Registration No. 333-284566
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
to
Form S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.
(Exact name of registrant as specified in governing instruments)
30 Rockefeller Plaza, Suite 2050
New York, NY 10112
(475) 282-0861
(Address, including zip code, and telephone number, including, area code, of principal executive offices)
James Condon
30 Rockefeller Plaza, Suite 2050
New York, NY 10112
(475) 282-0861
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Heath D. Linsky
Mary Katherine Rawls
Troutman Pepper Locke LLP
600 Peachtree St., NE, Suite 3000
Atlanta, GA 30308
(404) 885-3000
Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-284566
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 ("Post-Effective Amendment") to the Registration Statement (Registration No. 333-284566) (the "Registration Statement") of StratCap Digital Infrastructure REIT, Inc. is filed pursuant to Section 462(d) of the Securities Act of 1933, as amended, solely to add certain exhibits not previously filed to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
(b) Exhibits: The following exhibits are filed as part of this Post-Effective Amendment to the Registration Statement.
|
Exhibit No. |
Description | |
| 10.1 | Third Amendment to Amended and Restated Advisory Agreement, dated August 12, 2025, by and among StratCap Digital Infrastructure REIT, Inc., SWIF II Operating Partnership, LP and StratCap Digital Infrastructure Advisors II, LLC (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed August 13, 2025, and incorporated herein by reference). | |
| 10.2 | Amended and Restated Expense Support Agreement, dated August 12, 2025, by and among StratCap Digital Infrastructure REIT, Inc., SWIF II Operating Partnership, LP and StratCap Digital Infrastructure Advisors II, LLC (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed August 13, 2025, and incorporated herein by reference). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 13, 2025.
| STRATCAP DIGITAL INFRASTRUCTURE REIT, INC. | ||
| By: | /s/ James A. Condon | |
| James A. Condon | ||
| President and Chairman of the Board of Directors | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ James A. Condon | President and Chairman of the Board of Directors | August 13, 2025 | ||
| James A. Condon | (Principal Executive Officer) | |||
| /s/ Michael Weidner | Chief Financial Officer and Treasurer | August 13, 2025 | ||
| Michael Weidner | (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Director | August 13, 2025 | ||
| Daniel Green | ||||
| * | Director | August 13, 2025 | ||
| Kathleen Mitchell | ||||
| * | Director | August 13, 2025 | ||
| Jeffrey Hersh | ||||
| * | Director | August 13, 2025 | ||
| Kimberly Arth | ||||
| * | Director | August 13, 2025 | ||
| Isiah Thomas | ||||
| * | Director | August 13, 2025 | ||
| Simon Mitchell | ||||
| * | Director | August 13, 2025 | ||
| Andrew Selim | ||||
| * | Director | August 13, 2025 | ||
| Adam Baxter |
| *By: | /s/ James Condon | |
| James Condon | ||
| Attorney-in-fact |