EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
Acropolis Infrastructure Acquisition Corp. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY THAT:
| 1. | Article IX of the certificate of incorporation of the Corporation as heretofore in effect is hereby amended by: |
| (a) | adding the following words to the end of the second sentence of Section 9.1(b) thereof: |
“, or such earlier date as determined by the Board in its sole and absolute discretion.”
| (b) | adding the following words immediately prior to the words “, the Corporation shall” that are set forth in Section 9.2(d) thereof: |
“, or such earlier date as determined by the Board in its sole and absolute discretion”
| (c) | adding the following words immediately prior to the words “, the Public Stockholders shall” that are set forth in Section 9.7 thereof: |
“, or such earlier date as determined by the Board in its sole and absolute discretion”
| 2. | The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. |
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 23rd day of June, 2023.
| | ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. | |
| | | | | |
| | By: | /s/ James Crossen | |
| | | Name: | James Crossen | |
| | | Title: | Chief Financial Officer | |
