Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1
|
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Acropolis Infrastructure
Acquisition Sponsor, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENship or place of organization
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole voting power
0 shares
|
6
|
shared voting power
8,475,000 shares
|
7
|
sole dispositive power
0 shares
|
8
|
shared dispositive power
8,475,000 shares
|
9
|
aggregate amount beneficially owned by each reporting person
8,475,000 shares
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
11
|
percent of class represented by amount in row (9)
19.7%
|
12
|
type of reporting person (See Instructions)
OO
|
1
|
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AP
Caps II Holdings GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENship or place of organization
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole voting power
0 shares
|
6
|
shared voting power
8,475,000 shares
|
7
|
sole dispositive power
0 shares
|
8
|
shared dispositive power
8,475,000 shares
|
9
|
aggregate amount beneficially owned by each reporting person
8,475,000 shares
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
11
|
percent of class represented by amount in row (9)
19.7%
|
12
|
type of reporting person (See Instructions)
OO
|
1
|
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo
Principal Holdings III, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENship or place of organization
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole voting power
0 shares
|
6
|
shared voting power
8,475,000 shares
|
7
|
sole dispositive power
0 shares
|
8
|
shared dispositive power
8,475,000 shares
|
9
|
aggregate amount beneficially owned by each reporting person
8,475,000 shares
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
11
|
percent of class represented by amount in row (9)
19.7%
|
12
|
type of reporting person (See Instructions)
OO
|
1
|
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Principal Holdings III GP,
Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENship or place of organization
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole voting power
0 shares
|
6
|
shared voting power
8,475,000 shares
|
7
|
sole dispositive power
0 shares
|
8
|
shared dispositive power
8,475,000 shares
|
9
|
aggregate amount beneficially owned by each reporting person
8,475,000 shares
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
11
|
percent of class represented by amount in row (9)
19.7%
|
12
|
type of reporting person (See Instructions)
CO
|
Item 1.
|
(a)
|
Name of Issuer
|
Acropolis Infrastructure Acquisition
Corp.
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
9 West 57th Street, 43rd Floor
New York, NY 10019
Item 2.
|
(a)
|
Name of Person Filing
|
This statement is
filed by (i) Acropolis Infrastructure Acquisition Sponsor, L.P. (“Acropolis Sponsor”); (ii) AP Caps II Holdings GP, LLC (“Holdings
GP”); (iii) Apollo Principal Holdings III, L.P. (“Principal III”); and (iv) Apollo Principal Holdings III GP, Ltd. (“Principal
III GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
Acropolis Sponsor holds Class B Common
Stock, par value $0.0001 per share, of the Issuer convertible into Class A Common Stock.
Holdings GP is the general partner of
Acropolis Sponsor. Principal III is the sole member of Holdings GP. Principal III GP is the general partner of Principal III.
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
The address of the
principal business office of each of Acropolis Sponsor, Holdings GP, Principal Holdings III and Principal Holdings III GP is c/o Walkers
Corporate Limited; Cayman Corporate Centre; 27 Hospital Road; George Town; Grand Cayman KY1-9008.
Acropolis Sponsor
and Principal III are each exempted limited partnerships registered in the Cayman Islands. Holdings GP is an exempted company registered
in the Cayman Islands with limited liability. Principal III GP is an exempted company registered in the Cayman Islands.
|
(d)
|
Title of Class of Securities
|
Class A Common Stock,
par value $0.0001 per share (the “Common Stock”)
005029103
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
|
Not applicable.
Beneficial ownership information
is reported as of the date of filing of this Schedule 13G.
|
(a)
|
Amount beneficially owned:
|
Acropolis Sponsor
|
|
|
8,475,000
|
|
Holdings GP
|
|
|
8,475,000
|
|
Principal III
|
|
|
8,475,000
|
|
Principal III GP
|
|
|
8,475,000
|
|
Holdings GP, Principal III, and Principal
III GP, and Messrs. Scott Kleinman, Marc Rowan and James Zelter, the directors of Principal III GP, each disclaim beneficial ownership
of all shares of Common Stock included in this filing, and the filing of this report shall not be construed as an admission that any such
person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended, or for any other purpose.
(b) Percent
of class:
Acropolis Sponsor
|
|
|
19.7
|
%
|
Holdings GP
|
|
|
19.7
|
%
|
Principal III
|
|
|
19.7
|
%
|
Principal III GP
|
|
|
19.7
|
%
|
The percentages are based on 34,500,000
shares of Common Stock outstanding as of November 12, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on
November 15, 2021.
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote:
0 for all Reporting Persons
(ii) Shared
power to vote or to direct the vote:
Acropolis Sponsor
|
|
|
8,475,000
|
|
Holdings GP
|
|
|
8,475,000
|
|
Principal III
|
|
|
8,475,000
|
|
Principal III GP
|
|
|
8,475,000
|
|
(iii) Sole
power to dispose or to direct the disposition of:
0 for all Reporting Persons
(iv) Shared
power to dispose or to direct the disposition of:
Acropolis Sponsor
|
|
|
8,475,000
|
|
Holdings GP
|
|
|
8,475,000
|
|
Principal III
|
|
|
8,475,000
|
|
Principal III GP
|
|
|
8,475,000
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ¨
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
[The remainder of this
page is intentionally left blank.]
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
|
Acropolis
infrastructure acquisition SPONSOR, L.P.
|
|
|
|
By:
|
AP Caps II
Holdings GP, LLC,
|
|
|
its general
partner
|
|
|
|
|
By:
|
Apollo Principal
Holdings III, L.P.,
|
|
|
|
its managing
member
|
|
|
|
|
|
By:
|
Apollo Principal
Holdings III GP, Ltd.,
|
|
|
|
|
its general
partner
|
|
|
|
|
|
|
By:
|
/s/ James Elworth
|
|
|
|
|
Name:
|
James Elworth
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
AP
Caps II Holdings GP, LLC
|
|
|
|
By:
|
Apollo Principal
Holdings III, L.P.,
|
|
|
its managing
member
|
|
|
|
|
By:
|
Apollo Principal
Holdings III GP, Ltd.,
|
|
|
|
its general
partner
|
|
|
|
|
|
By:
|
/s/
James Elworth
|
|
|
|
Name:
|
James Elworth
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
Apollo
Principal Holdings III, L.P.
|
|
|
|
By:
|
Apollo Principal
Holdings III GP, Ltd.,
|
|
|
its general
partner
|
|
|
|
|
By:
|
/s/ James Elworth
|
|
|
Name:
|
James Elworth
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
Apollo
Principal Holdings III GP, Ltd.
|
|
|
|
By:
|
/s/ James Elworth
|
|
Name:
|
James Elworth
|
|
Title:
|
Vice President
|