UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2023

KKR Infrastructure Conglomerate LLC
(Exact name of registrant as specified in its charter)

Delaware
000-56484
92-0477563
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

30 Hudson Yards,
New York, NY
  
10001
(Address of principal executive offices)
  
(Zip Code)

(212) 750-8300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
         

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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 13(a) of the Exchange Act. ☐

Item 3.02
Unregistered Sales of Equity Securities

As of October 1, 2023, KKR Infrastructure Conglomerate LLC (the “Company”) sold the following unregistered shares (the “Investor Shares”) of the Company (with the final number of shares being determined on October 23, 2023) to third party investors for cash:

Class
  
Number of Shares Sold(1)
    
Aggregate Consideration(1)
  
Class U Shares
  
3,350,143
    
$
88,710,527
(2) 
Class R Shares
  
1,893,546
    
$
49,801,775
  
Class R-D Shares
  
118,057
    
$
3,135,000
(3) 
Class D Shares
  
380
    
$
10,000
  
Class I Shares
  
16,273
    
$
428,000
  

(1)
Share and dollar amounts are rounded to the nearest whole number.
(2)
Includes brokerage commissions of $660,396 in the aggregate.
(3)
Includes brokerage commissions of $30,000 in the aggregate.

In addition, as of October 1, 2023, the Company issued to KKR Alternative Assets LLC (an affiliate of the Company) a total of approximately 9,650,037 Class E Shares of the Company (with the final number of shares being determined on October 23, 2023) at $26.66 per Class E Share in exchange for the contribution to the Company of ownership interests in Grove Education Partners Holdco Limited, a for-profit education services provider.

The offer and sale of the Investor Shares and the Class E Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

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.
 
 
KKR INFRASTRUCTURE CONGLOMERATE LLC
   
 
By:
/s/ Sung Bum Cho
   
Name:
Sung Bum Cho
   
Title:
General Counsel & Secretary
       
Date:  October 26, 2023