| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 86-2120451 (I.R.S. Employer Identification Number) | |
| Catherine L. Goodall, Esq. Brian M. Janson, Esq. Gregory A. Ezring, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000 | | | Ryan J. Maierson, Esq. Erika L. Weinberg, Esq. Stelios G. Saffos, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 (212) 906-1200 | |
| | | | Large accelerated filer ☐ | | | Accelerated filer ☐ | | | ||
| | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ Emerging growth company ☒ | | | | |
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Title of Each Class of Security Being Registered | | | | Amount Being Registered | | | | Proposed Maximum Offering Price per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | | | | Amount Being Registered | | | | Proposed Maximum Offering Price per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | ||||||||||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one public warrant (2) | | | | 46,000,000 Units | | | | | $ | 10.00 | | | | | | $ | 460,000,000 | | | | | | $ | 50,186.00 | | | | | | 34,500,000 Units | | | | | $ | 10.00 | | | | | | $ | 345,000,000 | | | | | | $ | 37,639,50 | | |
Shares of Class A common stock included as part of the units(3) | | | | 46,000,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | 34,500,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Warrants included as part of the units(3) | | | | 15,333,333 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | 11,500,000 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total | | | | | | | | | | | | | | | | $ | 460,000,000 | | | | | | $ | 50,186.00 | | | | | | | | | | | | | | | | | | $ | 345,000,000 | | | | | | $ | 37,639,50(5) | | |
| | Per Unit | | Total | | | Per Unit | | Total | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 400,000,000 | | | | | $ | 10.00 | | | | $ | 300,000,000 | | | ||||
Underwriting discounts and commissions(1) | | | $ | 0.55 | | | | $ | 22,000,000 | | | | | $ | 0.55 | | | | $ | 16,500,000 | | | ||||
Proceeds, before expenses, to Acropolis Infrastructure Acquisition Corp. | | | $ | 9.45 | | | | $ | 378,000,000 | | | | | $ | 9.45 | | | | $ | 283,500,000 | | |
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| | | | | 69 | | | |
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| | | | | F-1 | | |
| | | As of March 31, 2021 | | |||
Balance Sheet Data: | | | |||||
Working capital deficit | | | | $ | (784,714) | | |
Total assets | | | | $ | 834,714 | | |
Total liabilities | | | | $ | 809,714 | | |
Value of common stock subject to possible redemption. | | | | $ | — | | |
Total stockholder’s equity | | | | $ | 25,000 | | |
| | Without Over- Allotment Option | | Over-Allotment Option Fully Exercised | | | Without Over- Allotment Option | | Over-Allotment Option Fully Exercised | | ||||||||||||||||
Gross proceeds: | | | | | | | | | | | | | | | | | | | | | | | ||||
Gross proceeds from units offered to public(1) | | | $ | 400,000,000 | | | | $ | 460,000,000 | | | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | ||||
Gross proceeds from private placement warrants offered in the private placement | | | | 10,450,000 | | | | | 11,650,000 | | | | | | 7,852,500 | | | | | 8,752,500 | | | ||||
Total gross proceeds | | | $ | 410,450,000 | | | | $ | 471,650,000 | | | | | $ | 307,852,500 | | | | $ | 353,752,500 | | | ||||
Offering expenses(2): | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting discounts and commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion) (3) | | | $ | 8,000,000 | | | | $ | 9,200,000 | | | | | $ | 6,000,000 | | | | $ | 6,900,000 | | | ||||
Legal fees and expenses | | | | 400,000 | | | | | 400,000 | | | | | | 300,000 | | | | | 300,000 | | | ||||
Printing and engraving expenses | | | | 35,000 | | | | | 35,000 | | | | | | 35,000 | | | | | 35,000 | | | ||||
Accounting fees and expenses | | | | 40,000 | | | | | 40,000 | | | | | | 40,000 | | | | | 40,000 | | | ||||
SEC/FINRA Expenses | | | | 119,686 | | | | | 119,686 | | | | | | 89,890 | | | | | 89,890 | | | ||||
Travel and road show | | | | 5,000 | | | | | 5,000 | | | | | | 5,000 | | | | | 5,000 | | | ||||
NYSE listing and filing fees | | | | 85,000 | | | | | 85,000 | | | | | | 85,000 | | | | | 85,000 | | | ||||
Director and Officer liability insurance premiums | | | | 1,000,000 | | | | | 1,000,000 | | | | | | 640,000 | | | | | 640,000 | | | ||||
Miscellaneous | | | | 15,314 | | | | | 15,314 | | | | | | 57,610 | | | | | 57,610 | | | ||||
Total offering expenses (excluding underwriting discounts and commissions) | | | $ | 1,700,000 | | | | $ | 1,700,000 | | | | | $ | 1,252,500 | | | | $ | 1,252,500 | | | ||||
Proceeds after offering expenses | | | $ | 400,750,000 | | | | $ | 460,750,000 | | | | | $ | 300,600,000 | | | | $ | 345,600,000 | | | ||||
Held in trust account(3) | | | $ | 400,000,000 | | | | $ | 460,000,000 | | | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | ||||
% of public offering size | | | | 100% | | | | | 100% | | | | | | 100% | | | | | 100% | | | ||||
Not held in trust account | | | $ | 750,000 | | | | $ | 750,000 | | | | | $ | 600,000 | | | | $ | 600,000 | | |
| | Amount | | % of Total | | | Amount | | % of Total | | ||||||||||||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination (5) | | | | 200,000 | | | | | 26.7% | | | | | | 100,000 | | | | | 16.7% | | | ||||
Legal and accounting fees related to regulatory reporting obligations | | | | 150,000 | | | | | 20.0% | | | | | | 100,000 | | | | | 16.7% | | | ||||
Payment for office space, administrative and support services | | | | 200,000 | | | | | 26.7% | | | | | | 200,000 | | | | | 33.3% | | | ||||
Reserve for liquidation expenses | | | | 100,000 | | | | | 13.3% | | | | | | 100,000 | | | | | 16.7% | | | ||||
NYSE continued listing fees | | | | 85,000 | | | | | 11.3% | | | | | | 85,000 | | | | | 14.1% | | | ||||
Working capital to cover miscellaneous expenses (including taxes net of anticipated interest income) | | | | 15,000 | | | | | 2.0% | | | | | | 15,000 | | | | | 2.5% | | | ||||
Total | | | $ | 750,000 | | | | | 100.0% | | | | | $ | 600,000 | | | | | 100.0% | | |
| | No exercise of over-allotment option | | Exercise of over-allotment option in full | | | No exercise of over-allotment option | | Exercise of over-allotment option in full | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book value before this offering | | | | (0.07) | | | | | (0.07) | | | | | | (0.09) | | | | | (0.09) | | | ||||
Increase attributable to public stockholders | | | | 9.65 | | | | | 9.70 | | | | | | 9.53 | | | | | 9.60 | | | ||||
Decrease attributable to public shares subject to redemption | | | | (10.00) | | | | | (10.00) | | | | | | (10.00) | | | | | (10.00) | | | ||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | $ | 0.42 | | | | $ | 0.37 | | | | | $ | 0.56 | | | | $ | 0.49 | | | ||||
Dilution to public stockholders and sale of the private placement warrants | | | $ | 9.58 | | | | $ | 9.63 | | | | | $ | 9.44 | | | | $ | 9.51 | | |
| | Shares Purchased | | Total Consideration | | Average | | | Shares Purchased | | Total Consideration | | Average | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | Number | | Percentage | | Amount | | Percentage | | Price Per Share | | | Number | | Percentage | | Amount | | Percentage | | Price Per Share | | ||||||||||||||||||||||||||||||||||||||||
Initial Stockholders(1) | | | | 10,000,000 | | | | | 20.0% | | | | $ | — | | | | | —% | | | | $ | 0.000 | | | | | | 7,500,000 | | | | | 20.0% | | | | $ | — | | | | | —% | | | | $ | 0.000 | | | ||||||||||
Public Stockholders | | | | 40,000,000 | | | | | 80.0% | | | | | 400,000,000 | | | | | 100.0% | | | | $ | 10.000 | | | | | | 30,000,000 | | | | | 80.0% | | | | | 300,000,000 | | | | | 100.0% | | | | $ | 10.000 | | | ||||||||||
| | | | 50,000,000 | | | | | 100.0% | | | | $ | 400,000,000 | | | | | 100.0% | | | | | | | | | | | 37,500,000 | | | | | 100.0% | | | | $ | 300,000,000 | | | | | 100.0% | | | | | | | |
| Numerator: | | | | | | | Numerator: | | | | | | | ||
| Net tangible book value (deficit) before this offering | | | $ | (784,714) | | | Net tangible book value (deficit) before this offering | | | $ | (784,714) | | | ||
| Proceeds from this offering and the sale of the private placement warrants, net of expenses(1) | | | | 400,750,000 | | | Proceeds from this offering and the sale of the private placement warrants, net of expenses(1) | | | | 300,600,000 | | | ||
| Offering costs excluded from net tangible book value before this offering | | | | 809,714 | | | Offering costs excluded from net tangible book value before this offering | | | | 809,714 | | | ||
| Less: deferred underwriters’ commissions payable | | | | (14,000,000) | | | Less: deferred underwriters’ commissions payable | | | | (10,500,000) | | | ||
| Less: amount of shares of Class A common stock subject to redemption to maintain net tangible assets of $5,000,001(2) | | | | (381,774,990) | | | Less: amount of shares of Class A common stock subject to redemption to maintain net tangible assets of $5,000,001(2) | | | | (285,124,995) | | | ||
| | | | $ | 5,000,010 | | | | | | $ | 5,000,005 | | | ||
| Denominator: | | | | | | | Denominator: | | | | | | | ||
| Shares of Class B common stock outstanding prior to this offering | | | | 11,500,000 | | | Shares of Class B common stock outstanding prior to this offering | | | | 8,625,000 | | | ||
| Shares forfeited if over-allotment is not exercised | | | | (1,500,000) | | | Shares forfeited if over-allotment is not exercised | | | | (1,125,000) | | | ||
| Shares of Class A common stock included in the units offered | | | | 40,000,000 | | | Shares of Class A common stock included in the units offered | | | | 30,000,000 | | | ||
| Shares of Class A common stock included in placement units offered | | | | — | | | Shares of Class A common stock included in placement units offered | | | | — | | | ||
| Less: shares of Class A common stock subject to redemption to maintain net tangible assets of $5,000,001 | | | | (38,177,499) | | | Less: shares of Class A common stock subject to redemption to maintain net tangible assets of $5,000,001 | | | | (28,512,500) | | | ||
| | | | | 11,822,501 | | | | | | | 8,987,500 | | |
| | March 31, 2021 | | | March 31, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | | ||||||||||||||||
Deferred underwriting discounts and commissions | | | $ | — | | | | $ | 14,000,000 | | | | | $ | — | | | | $ | 10,500,000 | | | ||||
Class A common stock, subject to redemption, $0.0001 par value per share, 0 and 38,177,499 shares subject to possible redemption at $10.00 per share, actual and adjusted, respectively (2) | | | | — | | | | | 381,774,990 | | | |||||||||||||||
Class A common stock, subject to redemption, $0.0001 par value per share, 0 and 28,512,500 shares subject to possible redemption at $10.00 per share, actual and adjusted, respectively (2) | | | | — | | | | | 285,124,995 | | | |||||||||||||||
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | ||||
Preferred stock, $0.0001 par value per share, 1,000,000 shares authorized; none issued or outstanding, actual and as adjusted | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class A common stock, $0.0001 par value per share, 800,000,000 shares authorized; no shares issued and outstanding (actual); 800,000,000 shares authorized; 1,822,501 shares issued and outstanding (excluding 38,177,499 shares subject to redemption) (as adjusted) | | | | — | | | | | 182 | | | |||||||||||||||
Class B common stock, $0.0001 par value, 199,000,000 shares authorized; 11,500,000 shares issued and outstanding (actual); 199,000,000 shares authorized; 10,000,000 issued and outstanding (as adjusted) (3) | | | | 1,150 | | | | | 1,000 | | | |||||||||||||||
Class A common stock, $0.0001 par value per share, 800,000,000 shares authorized; no shares issued and outstanding (actual); 800,000,000 shares authorized; 1,487,500 shares issued and outstanding (excluding 28,512,500 shares subject to redemption) (as adjusted) | | | | — | | | | | 149 | | | |||||||||||||||
Class B common stock, $0.0001 par value, 199,000,000 shares authorized; 8,625,000 shares issued and outstanding (actual); 199,000,000 shares authorized; 7,500,000 issued and outstanding (as adjusted) (3) | | | | 863 | | | | | 750 | | | |||||||||||||||
Additional paid-in capital | | | | 24,315 | | | | | 4,999,293 | | | | | | 24,602 | | | | | 4,999,571 | | | ||||
Accumulated deficit | | | | (465) | | | | | (465) | | | | | | (465) | | | | | (465) | | | ||||
Total stockholders’ equity | | | $ | 25,000 | | | | $ | 5,000,010 | | | | | $ | 25,000 | | | | $ | 5,000,005 | | | ||||
Total capitalization | | | $ | 25,000 | | | | $ | 400,775,000 | | | | | $ | 25,000 | | | | $ | 300,625,000 | | |
| | | | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by us or our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
| Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial | | | If we are unable to | |
| | | | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by us or our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
| | | | offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | anticipated to be $10.00 per public share including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | |
| Impact to remaining stockholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn to make permitted withdrawals payable (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| Escrow of offering proceeds | | | The NYSE rules provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a U.S.-based trust account. | | | Approximately | |
| Investment of net proceeds | | | $ | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any permitted withdrawals, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| Limitation on fair value or net assets of target business | | | The NYSE rules require that our initial business combination must occur be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the net assets in the trust account (excluding the | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. | | | | |
| Trading of securities issued | | | The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and public warrants will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | No trading of the units or the underlying Class A common stock and public warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
| Election to remain an investor | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. | | | the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | | If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of | | | | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | the outstanding shares of common stock voted are voted in favor of the business combination, subject to any greater or additional vote required by applicable law or any rule or regulation applicable to us or our securities. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all of our outstanding shares of capital stock entitled to vote at such meeting. | | | | |
| Business combination deadline | | | If we are unable to complete an initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
| Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to make permitted withdrawals, the proceeds from this offering held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window and (iii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote | | | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” | | | Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | | |
| Tendering share certificates in connection with a tender offer or redemption rights | | | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | |
Name | | | Age | | | Position | |
Geoffrey Strong* | | | 46 | | | Chief Executive Officer and Director | |
James Crossen* | | | 48 | | | Chief Financial Officer and Chief Accounting Officer | |
Dylan Foo | | | 43 | | | Chairman of Board of Directors | |
Curtis Morgan | | | 60 | | | Director Nominee | |
David Small | | | 56 | | | Director Nominee | |
Theresa M.H. Wise, Ph.D. | | | 54 | | | Director Nominee | |
Name of Individual | | | Entity Name | | | Entity’s Business | | | Affiliation | |
Geoffrey Strong | | | Apollo | | | Investment | | | Senior Partner and Co-Lead of the Global Infrastructure and Natural Resources groups | |
| | | ANRP II | | | Investment | | | Investment Committee Member | |
| | | ANRP III | | | Investment | | | Investment Committee Member | |
| | | AIOF I | | | Investment | | | Investment Committee Member | |
| | | AIOF II | | | Investment | | | Investment Committee Member | |
| | | Spartan II | | | Special purpose acquisition company | | | Chief Executive Officer and Chairman | |
| | | Spartan III | | | Special purpose acquisition company | | | Chief Executive Officer and Chairman | |
| | | Spartan IV | | | Special purpose acquisition company | | | Chief Executive Officer and Chairman | |
James Crossen | | | Apollo | | | Investment | | | Chief Financial Officer for Private Equity and Real Assets | |
| | | APSG I | | | Special purpose acquisition company | | | Chief Financial Officer | |
| | | APSG II | | | Special purpose acquisition company | | | Chief Financial Officer | |
| | | APSG III | | | Special purpose acquisition company | | | Chief Financial Officer | |
| | | Spartan II | | | Special purpose acquisition company | | | Chief Financial Officer | |
| | | Spartan III | | | Special purpose acquisition company | | | Chief Financial Officer | |
Dylan Foo | | | Apollo | | | Investment | | | Senior Partner and Co-Lead of the Global Infrastructure platform | |
| | | AIOF II | | | Investment | | | Investment Committee Member | |
| | | Thor Parent Holdings, LLC | | | Infrastructure | | | Director | |
Curtis Morgan | | | Vistra Corp. | | | Energy | | | Chief Executive Officer and Director | |
David Small | | | Hylan | | | Infrastructure | | | Director | |
Theresa M.H. Wise, Ph.D. | | | Utaza, LLC | | | Information technology consulting | | | Chief Executive Officer and Principal | |
| | | Viasat | | | Communications | | | Director | |
| | | Impinj | | | Manufacturing | | | Director | |
| | | TCF Financial Corporation | | | Financial services | | | Director | |
| | Before Offering | | After Offering | | | Before Offering | | After Offering | | ||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Common Stock | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Common Stock | | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Common Stock | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Common Stock | | ||||||||||||||||||||||||||||||||
Acropolis Infrastructure Acquisition Sponsor, L.P. (our sponsor) (3) | | | | 11,350,000 | | | | | 98.70% | | | | | 9,850,000 | | | | | 19.70% | | | | | | 8,475,000 | | | | | 98.26% | | | | | 7,350,000 | | | | | 19.60% | | | ||||||||
Geoffrey Strong | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
James Crossen | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Dylan Foo | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Curtis Morgan | | | | 50,000 | | | | | * | | | | | 50,000 | | | | | * | | | | | | 50,000 | | | | | * | | | | | 50,000 | | | | | * | | | ||||||||
David Small | | | | 50,000 | | | | | * | | | | | 50,000 | | | | | * | | | | | | 50,000 | | | | | * | | | | | 50,000 | | | | | * | | | ||||||||
Theresa M. H. Wise | | | | 50,000 | | | | | * | | | | | 50,000 | | | | | * | | | | | | 50,000 | | | | | * | | | | | 50,000 | | | | | * | | | ||||||||
All directors, director nominees and executive officers as a group (6 Individuals) | | | | 150,000 | | | | | *% | | | | | 150,000 | | | | | *% | | | | | | 150,000 | | | | | *% | | | | | 150,000 | | | | | *% | | |
Underwriter | | | Number of Units | | |||
Credit Suisse Securities (USA) LLC | | | | ||||
Apollo Global Securities, LLC | | | | ||||
Citigroup Global Markets Inc. | | | | ||||
Barclays Capital Inc. | | | | ||||
Evercore Group L.L.C. | | | | ||||
Siebert Williams Shank & Co., LLC | | | | | | | |
Total | | | | | | |
| | Paid by Acropolis Infrastructure Acquisition Corp. | | | Paid by Acropolis Infrastructure Acquisition Corp. | | ||||||||||||||||||||
| | No Exercise | | Full Exercise | | | No Exercise | | Full Exercise | | ||||||||||||||||
Per Unit(1) | | | $ | 0.55 | | | | $ | 0.55 | | | | | $ | 0.55 | | | | $ | 0.55 | | | ||||
Total(1) | | | $ | 22,000,000 | | | | $ | 25,300,000 | | | | | $ | 16,500,000 | | | | $ | 18,975,000 | | |
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| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| ||||||||||||||||||||||||||
| | March 31, 2021 | | December 31, 2020 | | | March 31, 2021 | | December 31, 2020 | | ||||||||||||||||
| | (unaudited) | | | | | | | | (unaudited) | | | | | | | ||||||||||
ASSETS: | | | | | | | | | | | | | | | | | | | | | | | ||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | ||||
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | | $ | 25,000 | | | | $ | — | | | | | $ | 25,000 | | | | $ | — | | | ||||
Due from Sponsor | | | | — | | | | | 25,000 | | | | | | — | | | | | 25,000 | | | ||||
Deferred offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | | | 809,714 | | | | | 57,900 | | | | | | 809,714 | | | | | 57,900 | | | ||||
Total Assets | | | $ | 834,714 | | | | $ | 82,900 | | | | | $ | 834,714 | | | | $ | 82,900 | | | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | | | | | | | | | | | | | | | | ||||
Current Liabilities – Accrued offering costs . . . . . . . . . . . . . . . . | | | $ | 666,338 | | | | $ | 57,900 | | | | | $ | 666,338 | | | | $ | 57,900 | | | ||||
Advances from related party . . . . . . . . . . . . . . . . . . . . . . . . . . | | | | 143,376 | | | | | — | | | | | | 143,376 | | | | | — | | | ||||
Total Liabilities | | | | 809,714 | | | | | 57,900 | | | | | | 809,714 | | | | | 57,900 | | | ||||
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | ||||
Stockholder’s Equity: | | | | | | | | | | | | | | | | | | | | | | | ||||
Preferred shares, $0.00005 par value; 1,000,000 shares authorized; | | | | | | | | | | | | | | | | | | | | | | | ||||
none issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class A common stock, $0.0001 par value, 800,000,000 shares | | | | | | | | | | | | | | | | | | | | | | | ||||
authorized, none issued and outstanding . . . . . . . . . . . . . . . . | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class B common stock, $0.0001 par value, 199,000,000 shares | | | | | | | | | | | | | | | | | | | | | | | ||||
authorized, 11,500,000 shares issued and outstanding(1)(2) . . . . . | | | | 1,150 | | | | | 1,150 | | | |||||||||||||||
authorized, 8,625,000 shares issued and outstanding(1)(2) . . . . . | | | | 863 | | | | | 863 | | | |||||||||||||||
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | | | 24,315 | | | | | 24,315 | | | | | | 24,602 | | | | | 24,602 | | | ||||
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | | | (465) | | | | | (465) | | | | | | (465) | | | | | (465) | | | ||||
Total Stockholder’s Equity . . . . . . . . . . . . . . . . . . . . . . . . . . | | | | 25,000 | | | | | 25,000 | | | | | | 25,000 | | | | | 25,000 | | | ||||
Total Liabilities and Stockholder’s Equity | | | $ | 834,714 | | | | $ | 82,900 | | | | | $ | 834,714 | | | | $ | 82,900 | | |
| ||||||||||||||||||||||||||
| | For the Three Months Ended March 31, 2021 | | For the Period from August 27, 2020 (inception) through December 31, 2020 | | | For the Three Months Ended March 31, 2021 | | For the Period from August 27, 2020 (inception) through December 31, 2020 | | ||||||||||||||||
| | (unaudited) | | | | | | | | (unaudited) | | | | | | | | |||||||||
REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . | | | $ | — | | | | $ | — | | | | | $ | — | | | | $ | — | | | ||||
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | ||||
Formation and operating costs . . . . . . . . . . . . | | | | — | | | | | 465 | | | | | | — | | | | | 465 | | | ||||
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | | $ | — | | | | $ | (465) | | | | | $ | — | | | | $ | (465) | | | ||||
Weighted average shares outstanding, basic and | | | | | | | | | | | | | | | | | | | | | | | ||||
diluted(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . | | | | 10,000,000 | | | | | 10,000,000 | | | | | | 7,500,000 | | | | | 7,500,000 | | | ||||
Basic and diluted net loss per share . . . . | | | $ | (0.00) | | | | $ | (0.00) | | | | | $ | (0.00) | | | | $ | (0.00) | | |
| | Class B Common Stock(1)(2) | | | Additional Paid-in Capital | | Accumulated Deficit | | Stockholder’s Equity | | | Class B Common Stock(1)(2) | | | Additional Paid-in Capital | | Accumulated Deficit | | Stockholder’s Equity | | ||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of August 27, 2020 (inception) | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
Issuance of Class B common stock to Sponsor | | | | 11,500,000 | | | | | 1,150 | | | | | 23,850 | | | | | — | | | | | 25,000 | | | | | | 8,625,000 | | | | | 863 | | | | | 24,137 | | | | | — | | | | | 25,000 | | | ||||||||||
Capital contributions | | | | — | | | | | — | | | | | 465 | | | | | — | | | | | 465 | | | | | | — | | | | | — | | | | | 465 | | | | | — | | | | | 465 | | | ||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | (465) | | | | | (465) | | | | | | — | | | | | — | | | | | — | | | | | (465) | | | | | (465) | | | ||||||||||
Balance as of December 31, 2020 | | | | 11,500,000 | | | | | 1,150 | | | | | 24,315 | | | | | (465) | | | | | 25,000 | | | | | | 8,625,000 | | | | | 863 | | | | | 24,602 | | | | | (465) | | | | | 25,000 | | | ||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||
Balance as of March 31, 2021 (unaudited) | | | | 11,500,000 | | | | $ | 1,150 | | | | $ | 24,315 | | | | $ | (465) | | | | $ | 25,000 | | | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,602 | | | | $ | (465) | | | | $ | 25,000 | | |
| | | For the Three Months Ended March 31, 2021 | | | For the Period August 27, 2020 (inception) through December 31, 2020 | | ||||||
| | | (unaudited) | | | | | | | | |||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | | | $ | — | | | | | $ | (465) | | |
Adjustments to reconcile net loss to net cash provided by operating activities | | | | | | | | | | | | | |
Formation and organization costs paid by related parties | | | | | — | | | | | | 465 | | |
Net Cash Provided By Operating Activities | | | | | — | | | | | | — | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Sponsor repayment of receivable | | | | | 25,000 | | | | | | — | | |
Net Cash Provided By Financing Activities | | | | | 25,000 | | | | | | — | | |
Net change in cash | | | | | 25,000 | | | | | | — | | |
Cash – Beginning of period . . . . . . . . . . . . . . . | | | | | — | | | | | | — | | |
Cash – End of period | | | | $ | 25,000 | | | | | $ | — | | |
Supplemental Schedule of Non-Cash Financing Activities: | | | | | | | | | | | | | |
Operating costs paid by related party which were | | | | | | | | | | | | | |
charged to additional paid-in capital . . . . . . . . . | | | | $ | — | | | | | $ | 465 | | |
Deferred offering costs included in accrued offering costs | | | | $ | 608,438 | | | | | $ | 57,900 | | |
Due from Sponsor | | | | $ | — | | | | | $ | 25,000 | | |
Deferred offering costs paid by related party | | | | $ | 143,376 | | | | | $ | — | | |
| SEC expenses | | | $ | 50,186 | | | SEC expenses | | | $ | 37,640 | | | ||
| FINRA expenses | | | | 69,500 | | | FINRA expenses | | | | 52,250 | | | ||
| Accounting fees and expenses | | | | 40,000 | | | Accounting fees and expenses | | | | 40,000 | | | ||
| Printing and engraving expenses | | | | 35,000 | | | Printing and engraving expenses | | | | 35,000 | | | ||
| Travel and road show expenses | | | | 5,000 | | | Travel and road show expenses | | | | 5,000 | | | ||
| Directors’ & Officers’ liability insurance premiums(1) | | | | 1,000,000 | | | Directors’ & Officers’ liability insurance premiums(1) | | | | 640,000 | | | ||
| Legal fees and expenses | | | | 400,000 | | | Legal fees and expenses | | | | 300,000 | | | ||
| NYSE listing and filing fees | | | | 85,000 | | | NYSE listing and filing fees | | | | 85,000 | | | ||
| Miscellaneous | | | | 15,314 | | | Miscellaneous | | | | 57,610 | | | ||
| Total | | | $ | 1,700,000 | | | Total | | | $ | 1,252,500 | | |
| Name | | | Position | | | Date | | |||
| /s/ Geoffrey Strong Geoffrey Strong | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | ||||
| * James Crossen | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | ||||
| * Dylan Foo | | | Director | | | | ||||
| * By: | | | /s/ Geoffrey Strong Attorney-in-fact | | | | | |