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): June 923, 2023

Acropolis Infrastructure Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40584	86-2120451
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9 West 57th Street, 42nd Floor

New York, NY

10019

(Address of principal executive offices)

(Zip Code)

(212) 515-3200
(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 ~~communication~~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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant	ACRO.U	New York Stock Exchange

Class A common stock	ACRO	New York Stock Exchange

Warrants	ACRO WS	New York Stock Exchange

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).

Emerging growth company ☒

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 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On June 9 ~~and June 12~~23, 2023, Acropolis Infrastructure Acquisition ~~Sponsor, L~~Corp.P. (the “~~Sponsor~~Company”), ~~the~~held ~~sponsor~~a ofspecial ~~Acropolis~~meeting ~~Infrastructure Acquisition Corp.~~ (the “~~Company~~Special Meeting”), of ~~and~~ the Company,’s ~~entered~~stockholders ~~into agreements~~ (the “~~Non-Redemption Agreements~~stockholders”) ~~with~~. ~~several~~At ~~unaffiliated~~the ~~third~~Special ~~parties in exchange for them agreeing not to redeem an aggregate of 1~~Meeting,~~300,000~~ ~~shares~~the ofstockholders ~~Class~~approved ~~A common~~amendments ~~stock~~ (the “~~Non-Redeemed~~Charter ~~Shares~~Amendments”) atto the ~~special~~Company’s ~~meeting~~amended ~~called~~and byrestated ~~the~~certificate ~~Company~~of ~~(the~~incorporation ~~“Special~~to ~~Meeting”~~(i) extend tothe ~~approve,~~date ~~amongst~~by ~~other~~which ~~things, an extension of time for~~ the Company tomust consummate anits initial business combination ~~(the “Extension Amendment Proposal”)~~ from July 13, 2023 (or October 13, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by July 13, 2023) to July 13, 2024 (such date, the “~~Extension~~Extended Date”)., ~~In exchange~~(ii) ~~for~~permit the ~~foregoing~~Company’s ~~commitment~~board ~~not~~of ~~to redeem such shares~~directors, ~~the~~in ~~Sponsor~~its ~~has~~sole and ~~agreed~~absolute todiscretion, ~~transfer~~ to ~~such~~cease ~~investors~~all anoperations ~~aggregate~~ of ~~325,000~~ ~~shares~~the ofCompany ~~Class~~except Bfor ~~common~~the ~~stock~~purpose of ~~the~~winding ~~Company~~up ~~held~~and byredeem ~~the~~all ~~Sponsor~~public ~~immediately~~shares ~~following~~prior to ~~consummation~~the ofExtended anDate, ~~initial~~and ~~business~~(iii) ~~combination if~~eliminate ~~they~~the ~~continue~~limitation tothat ~~hold~~the ~~such~~Company ~~Non-Redeemed~~shall ~~Shares~~not ~~through~~redeem ~~the~~or ~~Special~~repurchase ~~Meeting.~~its ~~The~~shares ~~Non-Redemption~~of ~~Agreements~~Class A ~~are~~common stock ~~not~~(“public ~~expected~~shares”) to ~~increase~~ the ~~likelihood~~extent that ~~the~~such ~~Extension~~redemption ~~Amendment~~would ~~Proposal~~cause ~~is approved by shareholders but will increase~~ the ~~amount~~Company’s ofnet ~~funds~~tangible ~~that~~assets ~~remain in~~to ~~the~~be ~~Company’s~~less ~~trust~~than ~~account~~$5,000,001 ~~following~~ (the ~~Special~~“Redemption ~~Meeting~~Limitation”).

The ~~foregoing~~Company filed the Charter Amendments with the Secretary ~~summary~~of State of the ~~Non-Redemption~~State ~~Agreements~~of Delaware on June 23, 2023. The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to ~~the~~Exhibits ~~form~~3.1, ~~of Non-Redemption~~3.2 ~~Agreement~~and ~~attached hereto as Exhibit 10~~3.13 ~~and~~which are incorporated herein by reference.

~~Cautionary~~Item ~~Note~~5.07. ~~Regarding~~Submission ~~Forward-Looking~~of ~~Statements~~Matters to a Vote of Security Holders.

~~This~~At ~~Current Report includes, and oral statements made from time to time by representatives of~~ the ~~Company~~Special ~~may include~~Meeting, ~~forward-looking statements~~ ~~within~~a ~~the~~total ~~meaning~~ of ~~Section 27A of the Securities Act~~36,830,508 ~~and~~shares ~~Section 21E~~ of the ~~Securities~~Company’s ~~Exchange~~common ~~Act~~stock ~~of 1934~~(“shares”), asrepresenting ~~amended. We~~approximately ~~have based these forward-looking statements on our current expectations and projections about future events~~85.40% ~~These~~of ~~forward-looking~~the ~~statements~~Company’s ~~are~~issued ~~subject to known~~ and ~~unknown~~outstanding ~~risks,~~shares ~~uncertainties~~held ~~and~~of ~~assumptions~~record ~~about~~at usthe ~~that~~close ~~may~~of ~~cause~~business ~~our~~on ~~actual~~May ~~results~~30, ~~levels of activity~~2023, ~~performance~~the orrecord ~~achievements~~date tofor bethe ~~materially different from any future results~~Special Meeting, ~~levels~~were ofpresent ~~activity,~~in ~~performance~~person or(virtually) ~~achievements expressed~~ or ~~implied~~represented by ~~such forward-looking statements. In some cases~~proxy, ~~you~~constituting ~~can~~a ~~identify~~quorum. ~~forward-looking~~The ~~statements~~stockholders byvoted ~~terminology~~on ~~such as~~the ~~“may,”~~following ~~“should,” “could,” “would,” “expect,” “plan,” “anticipate,”~~proposals ~~“believe,”~~(the “~~estimate,~~Proposals”) ~~“continue,”~~at or the ~~negative~~Special ~~of such terms or other similar expressions. Such statements include~~Meeting, ~~but~~which are ~~not~~described ~~limited~~in ~~to,~~greater ~~the~~detail ~~Extension Amendment Proposal, possible business combinations and related matters, as well as all other statements other than statements of historical fact included~~ in the Company’s ~~proxy~~definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on June 5, 2023 and mailed to stockholders on or around that date (the “~~Definitive~~ Proxy Statement”).

The ~~forward-looking statements~~voting contained in this Current Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results ~~or performance to be materially different from those expressed or implied by these forward-looking statements. These~~for ~~risks and uncertainties include, but are not limited to, those factors described under~~ the ~~heading~~proposals ~~“Item~~voted ~~1A. Risk Factors” of our Annual Report~~ on ~~Form~~at ~~10-K/A filed with~~ the ~~SEC~~Special onMeeting ~~April~~are 5,set ~~2023,~~forth ~~in this Current Report, the Definitive Proxy Statement and in other reports the Company files with the SEC~~below. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~All~~1. ~~such forward-looking~~The ~~statements~~Extension ~~speak~~Amendment ~~only~~Proposal as— to ofamend the ~~date~~Company’s ofamended ~~this~~and ~~Current~~restated ~~Report.~~certificate ~~The~~of ~~Company~~incorporation ~~expressly~~(the ~~disclaims~~“Certificate ~~any~~of ~~obligation~~Incorporation”), orin ~~undertaking~~the form set forth in Annex A to ~~release~~the ~~publicly~~Proxy ~~any~~Statement, ~~updates~~which oramendment ~~revisions~~we refer to ~~any~~as ~~forward-looking~~the ~~statements~~“Extension ~~contained~~Amendment” ~~herein~~and, such proposal, the “Extension Amendment Proposal,” to ~~reflect~~extend ~~any~~the ~~change~~date in(the “Extension”) by which the Company’s must either (a) ~~expectations~~consummate a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with ~~regard~~one ~~thereto~~or more businesses or ~~any~~entities ~~change~~(an in“initial ~~events~~business combination”), ~~conditions~~ or ~~circumstances~~(b) onif ~~which~~the ~~any~~Company fails to complete such initial ~~statement~~business iscombination ~~based~~by such date, cease all operations except for the purpose of winding up, and, subject to and in accordance with the Certificate of Incorporation, redeem all shares of Class A common stock, par value $0.0001 ~~All~~per ~~subsequent~~share, of the Company (the “Class ~~written~~A common stock” or ~~oral~~“public ~~forward-looking~~shares”), ~~statements~~from ~~attributable~~July to13, us2023 (or ~~persons~~October ~~acting~~13, on2023, if the Company’s ~~behalf~~has ~~are~~executed ~~qualified~~a letter of intent, agreement in ~~their~~principle ~~entirety~~ or definitive agreement for an initial business combination by ~~this~~July ~~“Cautionary~~13, ~~Note~~2023) ~~Regarding~~to ~~Forward-Looking~~July ~~Statements”~~13, ~~section~~2024 (such date, the “Extended Date”).

For		Against		Abstain
33,621,678		3,184,641		24,189

No2. ~~Offer~~The orEarly ~~Solicitation~~ Liquidation Amendment Proposal — to amend the Certificate of Incorporation, in the form set forth in Annex B to the Proxy Statement, which amendment we refer to as the “Early Liquidation Amendment” and, such proposal, the “Early Liquidation Amendment Proposal,” to permit the Company’s board of directors, in its sole and absolute discretion, to cease all operations of the Company except for the purpose of winding up and, subject to and in accordance with the Certificate of Incorporation, redeem all public shares prior to the Extended Date (the “Early Liquidation”).

This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

For		Against		Abstain
33,008,074		3,798,245		24,189

~~Additional~~3. ~~Information~~The Redemption Limitation Amendment Proposal — to amend the Certificate of Incorporation, in the form set forth in Annex C to the Proxy Statement, which amendment we refer to as the “Redemption Limitation Amendment” (together with the Extension Amendment and the Early Liquidation Amendment, the ~~Where~~“Charter Amendments”) and, such proposal, the “Redemption Limitation Amendment Proposal” (together with the Extension Amendment Proposal and the Early Liquidation Amendment Proposal, the “Charter Amendment Proposals”), to ~~Find~~eliminate Itfrom the Certificate of Incorporation the limitation that the Company shall not redeem or repurchase public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”). The Redemption Limitation Amendment would allow the Company to redeem or repurchase public shares irrespective of whether such redemption would exceed the Redemption Limitation

The Company urges investors, shareholders and other interested persons to read the Definitive Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal. Shareholders may obtain copies of the Definitive Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email: ACRO.info@investor.morrowsodali.com.

For		Against		Abstain
33,621,678		3,184,641		24,189

~~Item 9~~4.01 ~~Financial~~The ~~Statements~~Adjournment ~~and~~Proposal ~~Exhibits~~— as there were sufficient votes to approve the Charter Amendment Proposals, the Adjournment Proposal described in the Proxy Statement was not presented to stockholders.

~~(d)~~The ~~Exhibits~~Charter Amendments will not be effective until they have been filed with the Secretary of State of the State of Delaware. The Company’s board of directors retains the right to abandon any and all of the Charter Amendments and not implement the Extension at any time without any further action by the stockholders.

Exhibit No.		Description of Exhibits
10.1		Form of Non-Redemption Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 8.01.

Other Events.

3In connection with the Special Meeting, stockholders holding an aggregate of 26,499,201 of the public shares exercised their right to redeem such shares. Following such redemptions, 8,000,799 public shares will remain outstanding. Following the withdrawals from the trust account established in connection with the Company’s IPO (the “Trust Account”) in connection with redemptions, it is expected that approximately $82,262,411 will remain in the Trust Account of the approximately $355,377,322 that was in the Trust Account at the close of business on May 30, 2023, the record date for the Special Meeting.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.
Exhibit No.		Description of Exhibits
Date: June 12, 2023	By:	/s/ James Crossen
3.1		Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, dated June 23, 2023.
		Name:	James Crossen
3.2		Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, dated June 23, 2023.
		Title:	Chief Financial Officer
3.3		Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, dated June 23, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

4SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.

Date: June 26, 2023	By:	/s/ James Crossen
		Name:	James Crossen
		Title:	Chief Financial Officer

Filing Compare · Acropolis Infrastructure Acquisition Corp.