StratCap Digital Infrastructure REIT Files 8-K

TL;DR

StratCap Digital Infrastructure REIT just filed an 8-K for a material definitive agreement. Big moves ahead?

AI Summary

On August 12, 2025, StratCap Digital Infrastructure REIT, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company, formerly known as Strategic Wireless Infrastructure Fund II, Inc., is incorporated in Maryland and headquartered in New York.

Why It Matters

This 8-K filing indicates a significant new agreement for StratCap Digital Infrastructure REIT, Inc., which could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 333-284566 — SEC File Number (Identifies the company's filings with the SEC)
• 86-3123526 — EIN (Employer Identification Number for tax purposes)

Key Players & Entities

• StratCap Digital Infrastructure REIT, Inc. (company) — Registrant
• Strategic Wireless Infrastructure Fund II, Inc. (company) — Former Company Name
• August 12, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• New York (location) — Principal executive offices city

FAQ

Key Financial Figures

• $200 million — Partnership have raised an aggregate of $200 million in gross offering proceeds in all of th
• $10 m — ort payments made by the Advisor exceed $10 million, or the "Maximum Amount." The pr

Filing Documents

• tm2523259d1_8k.htm (8-K) — 31KB
• tm2523259d1_ex10-1.htm (EX-10.1) — 15KB
• tm2523259d1_ex10-2.htm (EX-10.2) — 52KB
• 0001104659-25-077279.txt ( ) — 274KB
• none-20250812.xsd (EX-101.SCH) — 3KB
• none-20250812_lab.xml (EX-101.LAB) — 33KB
• none-20250812_pre.xml (EX-101.PRE) — 22KB
• tm2523259d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Amendment to Advisory Agreement On August 12, 2025, following approval by the Board of Directors (the "Board") of StratCap Digital Infrastructure REIT, Inc. (the "Company"), including all independent directors of the Company, the Company entered into an amendment (the "Advisory Agreement Amendment") to the Amended and Restated Advisory Agreement, dated August 18, 2023 (as amended, the "Advisory Agreement"), by and among the Company, SWIF II Operating Partnership, LP (the "Operating Partnership), and StratCap Digital Infrastructure Advisors II, LLC (the "Advisor"). The Advisory Agreement Amendment, among other things, provides that the Advisor shall pay for certain organization and offering expenses incurred through the date on which the Company and the Operating Partnership have raised an aggregate of $200 million in gross offering proceeds in all of their securities offerings (the "Threshold Raise Date"), and the Company shall reimburse the Advisor for all such organization and offering expenses during the five-year period following the Threshold Raise Date. In all other respects, the terms of the Advisory Agreement remain unchanged. The preceding summary of the Advisory Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Advisory Agreement Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. Amended and Restated Expense Support Agreement On August 12, 2025, following approval by the Board, including all independent directors of the Company, the Company entered amended and restated our Expense Support Agreement, dated August 18, 2023 (as amended, the "Original Expense Support Agreement"), pursuant to the Amended and Restated Expense Support Agreement (the "A&R Expense Support Agreement"), by and among the Company, the Operating Partnership and the Advisor. The A&R Expense Support Agreement, among other

01 Other Events

Item 8.01 Other Events. Renewal of the Advisory Agreement On August 12, 2025, the Board, including all independent directors of the Company, after review of the Advisor's performance during the last year, authorized the Company to execute a mutual consent to renew the Advisory Agreement. The renewal will be for a one-year term and will be effective on August 18, 2025.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 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 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 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. STRATCAP DIGITAL INFRASTRUCTURE REIT, INC. Date: August 13, 2025 By: /s/ Michael Weidner Name: Michael Weidner Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR