Stratcap Digital Infrastructure REIT Inc.

09/15/2025 | Press release | Distributed by Public on 09/15/2025 14:37

Supplemental Prospectus (Form 424B3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-284566

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

SUPPLEMENT NO. 15 DATED SEPTEMBER 15, 2025

TO THE PROSPECTUS, DATED FEBRUARY 14, 2025

This prospectus supplement (this "Supplement") is part of and should be read in conjunction with the prospectus of StratCap Digital Infrastructure REIT, Inc. (the "Company", "we", "us" or "our"), dated February 14, 2025 (as supplemented to date, the "Prospectus"). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purposes of this Supplement are as follows:

· to provide an update on the status of our public offering;
· to provide an update regarding our distributions;
· to disclose an additional investment in us by StratCap Investment Management, LLC (our "sponsor"); and
· to update disclosure of our stock ownership by certain beneficial owners and management.

Status of Our Offering

Our registration statement on Form S-11 for our initial public offering, or the Offering, of $575,000,000 of shares of Class D shares, Class I shares, Class S shares and Class T shares, consisting of up to $500,000,000 of Class D shares, Class I shares, Class S shares and Class T shares in our primary offering and up to $75,000,000 of Class D shares, Class I shares, Class S shares and Class T shares pursuant to our distribution reinvestment plan, was declared effective by the U.S. Securities and Exchange Commission on February 14, 2025. As of the date of this Supplement, we had accepted investors' subscriptions for and issued approximately 1,794,536 shares of Class I common stock and 31,909 shares of Class T common stock, resulting in receipt of gross proceeds of approximately $18,272,238 and $336,700, respectively.

Authorization of Distributions

The following information supplements, and should be read in conjunction with, information in the Prospectus regarding distributions paid to stockholders:

On September 11, 2025, our board of directors authorized daily gross distributions to our stockholders of record as of the close of business on each day of the period commencing on October 1, 2025 through December 31, 2025 for each class of shares of our common stock in the amount of $0.001479452 per share. These distributions will be paid or reinvested in shares of common stock on a monthly basis in arrears, net of, as applicable, stockholder servicing fees that are payable monthly with respect to certain classes of shares of our common stock.

Investment by Our Sponsor

The following information supplements, and should be read in conjunction with, information in the Prospectus regarding our sponsor:

On September 11, 2025, our board of directors approved an additional investment in the Company by our sponsor through the purchase of 377,756.129 Class I shares at $10.0594 per share, resulting in the receipt of gross proceeds by the Company of approximately $3,800,000 on September 10, 2025.

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Stock Ownership of Certain Beneficial Owners and Management

The following supersedes and replaces the section of the Prospectus entitled "STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" beginning on page 180:

The following table sets forth, as of September 15, 2025, information regarding the number and percentage of shares of our common stock owned by each director, our executive officers, all directors and executive officers as a group, and any person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes securities that a person has the right to acquire within 60 days. The address for each of the persons named below is in care of our principal executive offices at 30 Rockefeller Plaza, Suite 2050, New York, NY 10112.

Name of Beneficial Owner Number of Class I
Shares
Beneficially
Owned
Number of Class
IX
Shares
Beneficially Owned
Percent of
Shares
Beneficially
Owned
StratCap Investment Management, LLC(1) 1,723,646 24,348 15.1 %
Directors
James Condon (2) (2) *
Daniel Green - 6,675 *
Jeff Hersh - 4,450 *
Kate Mitchell - 4,450 *
Kimberly Arth - 2,659 *
Isiah Thomas - 1,541 *
Simon Mitchell (3) (3) *
Andrew Selim (4) (4) *
Adam Baxter (5) (5) *
Executive Officers
Michael Weidner - - -
All officers and directors as a group (10 persons) *

* Represents less than 1%.

(1) StratCap Investment Management, LLC is wholly-owned by StratCap, LLC, which is wholly-owned by HMC USA Holdings LLC, which is wholly-owned by HMC Capital. As a result, the shares disclosed as beneficially owned by StratCap Investment Management, LLC are also included in the aggregate number of shares beneficially owned by Messrs. Mitchell, Selim and Baxter. The address of each of StratCap Investment Management, LLC and StratCap, LLC is 30 Rockefeller Plaza, Suite 2050, New York, NY 10112 and the address of HMC Capital is Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia.

(2) Mr. Condon is an officer of HMC USA Holdings LLC, which is wholly-owned by HMC Capital, the indirect parent of StratCap Investment Management, LLC, which directly owns Class I shares and Class IX shares, and may be deemed to be an indirect beneficial owner of shares held by StratCap Investment Management, LLC. Mr. Condon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(3) Mr. Mitchell is a Managing Director of HMC Capital, the indirect parent of StratCap Investment Management, LLC, which directly owns Class I shares and Class IX shares, and may be deemed to be an indirect beneficial owner of shares held by StratCap Investment Management, LLC. Mr. Mitchell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(4) Mr. Selim is an officer of HMC Capital, the indirect parent of StratCap Investment Management, LLC, which directly owns Class I shares and Class IX shares, and may be deemed to be an indirect beneficial owner of shares held by StratCap Investment Management, LLC. Mr. Selim disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(5) Mr. Baxter is a Managing Director of HMC Capital, the indirect parent of StratCap Investment Management, LLC, which directly owns Class I shares and Class IX shares. Mr. Baxter disclaims beneficial ownership of the shares held by StratCap Investment Management, LLC, except to the extent of his pecuniary interest.

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Stratcap Digital Infrastructure REIT Inc. published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 15, 2025 at 20:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]