Apollo Infrastructure 10Q 2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 000-56561

Apollo Infrastructure Company LLC

(Exact name of registrant as specified in its charter)


Delaware	92-3084689
(State or other jurisdiction of incorporation or organization)	(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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 14, 2024, the registrant had, with respect to Series I limited liability company interests, 40 V Shares, 5,505,817 A-II Shares, 330,564 F-I Shares and 2,933 E Shares and with respect to Series II limited liability company interests, 40 V Shares, 16,499,531 A-II Shares, 138,363 F-I Shares and 6,604 E Shares outstanding.

Table of Contents


		Page

Special Note Regarding Forward-Looking Statements		1

Part I.	Financial Information	2

Item 1.	Financial Statements	2

Consolidated Statements of Assets and Liabilities as of June 30, 2024 (Unaudited) and as of December 31, 2023		2

Consolidated Statements of Operations for the three and six months ended June 30, 2024 and for the period from April 3, 2023 (date of formation) to June 30, 2023 (Unaudited)		3

Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2024 and for the period from April 3, 2023 (date of formation) to June 30, 2023 (Unaudited)		4

Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and for the period from April 3, 2023 (date of formation) to June 30, 2023 (Unaudited)		5

Condensed Consolidated Schedules of Investments as of June 30, 2024 (Unaudited)		6

Consolidated Schedules of Investments as of December 31, 2023		8

Notes to Consolidated Financial Statements (Unaudited)		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36

Item 4.	Controls and Procedures	37

Part II.	Other Information	38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

Signatures		40

Special Note Regarding Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:

•

our future operating results;

•

our business prospects and the prospects of the Infrastructure Assets (as defined below) we acquire, control and manage;

•

our ability to raise sufficient capital to execute our acquisition and lending strategies;

•

the ability of Apollo Manager, LLC (the “Operating Manager”) to source adequate acquisition and lending opportunities to efficiently deploy capital;

•

the ability of our Infrastructure Assets to achieve their objectives;

•

our current and expected financing arrangements;

•

changes in the general interest rate environment;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our Infrastructure Assets;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with the Operating Manager or any of its affiliates;

•

the dependence of our future success on the general economy and its effect on the industries in which we acquire, control and manage Infrastructure Assets;

•

our use of financial leverage;

•

the ability of the Operating Manager to identify, acquire and manage our Infrastructure Assets;

•

the ability of the Operating Manager or its affiliates to attract and retain highly talented professionals;

•

our ability to structure acquisitions in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

•

the tax status of the enterprises through which we acquire, control and manage Infrastructure Assets.

In addition, words such as “anticipate,” “believe,” “expect” and “intend,” and similar words or variations thereof may indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including factors outside of our control. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth elsewhere in this Quarterly Report on Form 10-Q, “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), including our latest registration statement on Form 10 under the Securities Exchange Act of 1934, as amended (the “Registration Statement”). Other factors that could cause actual results to differ materially include, but are not limited to:

•

changes in the economy;

•

risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy; and

•

future changes in laws or regulations and conditions in our operating areas.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q. Moreover, we undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

Part I. Financial Information

Item 1. Financial Statements

Apollo Infrastructure Company LLC

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)


	as of June 30, 2024 (unaudited)						as of December 31, 2023
	Series I		Series II		Total		Series I		Series II		Total
Assets
Investments at fair value (cost at June 30, 2024 of $90,629; $325,269; $415,898; and at December 31, 2023 of $24,187; $112,121; $136,308; respectively)	$	92,702	$	331,902	$	424,604	$	24,314	$	112,701	$	137,015
Cash and cash equivalents		40,418		56,418		96,836		21,575		99,696		121,271
Prepaid expenses and other assets		327		1,703		2,030		190		877		1,067
Deferred offering expenses		408		1,925		2,333		432		2,016		2,448
Subscription receivable		—		—		—		500		—		500
Due from Operating Manager		1,230		4,893		6,123		598		2,783		3,381
Total assets	$	135,085	$	396,841	$	531,926	$	47,609	$	218,073	$	265,682

Liabilities
Management fee payable	$	—	$	—	$	—	$	32	$	145	$	177
Accrued performance fee payable		269		819		1,088		27		125		152
Distribution payable		824		2,405		3,229		—		—		—
Organizational expenses payable		—		—		—		12		67		79
Offering expenses payable		34		163		197		34		163		197
Other accrued expenses and liabilities		1,089		3,644		4,733		232		1,041		1,273
Due to Operating Manager		1,096		4,269		5,365		530		2,486		3,016
Total liabilities	$	3,312	$	11,300	$	14,612	$	867	$	4,027	$	4,894
Commitments and contingencies (Note 6)
Total net assets	$	131,773	$	385,541	$	517,314	$	46,742	$	214,046	$	260,788

Net assets are comprised of:
A-II Shares, at June 30,2024; Series I: 4,829,231; Series II: 14,713,563; and Total: 19,542,794, and at December 31, 2023; Series I: 1,851,311; Series II: 8,468,437; and Total: 10,319,748, shares authorized, issued and outstanding; respectively	$	125,154	$	382,380	$	507,534	$	46,741	$	214,045	$	260,786
F-I Shares, at June 30,2024; Series I: 253,158; Series II: 115,345; and Total: 368,503, shares authorized, issued and outstanding; respectively		6,542		2,989		9,531		—		—		—
E Shares, at June 30,2024; Series I: 2,915; Series II: 6,587; and Total shares: 9,502 authorized, issues and outstanding; respectively		76		171		247		—		—		—
V Shares, at June 30, 2024 Series I: 40; Series II: 40; and Total: 80, and at December 31, 2023; Series I: 40; Series II: 40; and Total: 80, shares authorized issued and outstanding; respectively		1		1		2		1		1		2
Total net assets	$	131,773	$	385,541	$	517,314	$	46,742	$	214,046	$	260,788

Net asset value per share
A-II Shares:
Net assets	$	125,154	$	382,380	$	507,534	$	46,741	$	214,045	$	260,786
Shares outstanding		4,829,231		14,713,563		19,542,794		1,851,311		8,468,437		10,319,748
Net asset value per share	$	25.92	$	25.99	$	25.97	$	25.25	$	25.28	$	25.27
F-I Shares:
Net assets	$	6,542	$	2,989	$	9,531	$	—	$	—	$	—
Shares outstanding		253,158		115,345		368,503		—		—		—
Net asset value per share	$	25.84	$	25.92	$	25.87	$	—	$	—	$	—
E Shares:
Net assets	$	76	$	171	$	247	$	—	$	—	$	—
Shares outstanding		2,915		6,587		9,502		—		—		—
Net asset value per share	$	25.94	$	26.01	$	25.99	$	—	$	—	$	—
V Shares:
Net assets	$	1	$	1	$	2	$	1	$	1	$	2
Shares outstanding		40		40		80		40		40		80
Net asset value per share	$	25.00	$	25.00	$	25.00	$	25.00	$	25.00	$	25.00

See notes to consolidated financial statements.

Apollo Infrastructure Company LLC

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)


	For the Three Months Ended June 30, 2024									For the Six Months Ended June 30, 2024									For the period from April 3, 2023 (date of formation) to June 30,2023
	Series I			Series II			Total			Series I			Series II			Total			Series I			Series II			Total
Investment income
Interest income	$	2,550		$	7,570		$	10,120		$	3,687		$	11,680		$	15,367		$	—		$	—		$	—
Total investment income	$	2,550		$	7,570		$	10,120		$	3,687		$	11,680		$	15,367		$	—		$	—		$	—

Expenses
Organizational expenses	$	—		$	—		$	—		$	—		$	—		$	—		$	544		$	544		$	1,088
General and administration expenses		498			1,486			1,984			908			3,003			3,911			—			—			—
Director fees		22			68			90			38			130			168			—			—			—
Deferred offering expenses amortization		33			97			130			58			192			250			—			—			—
Management fees, net		—			—			—			54			210			264			—			—			—
Performance fees		186			532			718			269			819			1,088			—			—			—
Total expenses	$	739		$	2,183		$	2,922		$	1,327		$	4,354		$	5,681		$	544		$	544		$	1,088
Less: Expense support from Operating Manager		(320	)		(955	)		(1,275	)		(632	)		(2,110	)		(2,742	)		(544	)		(544	)		(1,088	)
Net expenses	$	419		$	1,228		$	1,647		$	695		$	2,244		$	2,939		$	—		$	—		$	—
Net investment income before taxes	$	2,131		$	6,342		$	8,473		$	2,992		$	9,436		$	12,428		$	—		$	—		$	—
Provision for (benefit from) income taxes		830			2,234			3,064			1,150			2,949			4,099			—			—			—
Net investment income	$	1,301		$	4,108		$	5,409		$	1,842		$	6,487		$	8,329		$	—		$	—		$	—

Realized and unrealized gain/(loss)
Net realized gain/(loss) from investments	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Net change in unrealized appreciation/(depreciation) from investments		1,276			3,714			4,990			1,946			6,053			7,999			—			—			—
Net realized and unrealized gain/(loss)	$	1,276		$	3,714		$	4,990		$	1,946		$	6,053		$	7,999		$	—		$	—		$	—

Net increase (decrease) in net assets resulting from operations	$	2,577		$	7,822		$	10,399		$	3,788		$	12,540		$	16,328		$	—		$	—		$	—

See notes to consolidated financial statements.

Apollo Infrastructure Company LLC

Consolidated Statements of Changes in Net Assets (Unaudited)

(in thousands, except share and per share data)


	For the Three Months Ended June 30, 2024									For the Six Months Ended June 30, 2024									For the period from April 3, 2023 (date of formation) to June 30,2023
	Series I			Series II			Total			Series I			Series II			Total			Series I		Series II		Total
Operations
Net investment income	$	1,301		$	4,108		$	5,409		$	1,842		$	6,487		$	8,329		$	—	$	—	$	—
Net change in unrealized appreciation/(depreciation) from investments		1,276			3,714			4,990			1,946			6,053			7,999			—		—		—
Net increase (decrease) in net assets resulting from operations	$	2,577		$	7,822		$	10,399		$	3,788		$	12,540		$	16,328		$	—	$	—	$	—

Distributions
A-II Shares:	$	(783	)	$	(2,385	)	$	(3,168	)	$	(1,200	)	$	(3,834	)	$	(5,034	)	$	—	$	—	$	—
F-I Shares:		(41	)		(19	)		(60	)		(57	)		(27	)		(84	)		—		—		—
E Shares:		—			(1	)		(1	)		—			(1	)		(1	)		—		—		—
Net increase (decrease) in net assets resulting from distributions	$	(824	)	$	(2,405	)	$	(3,229	)	$	(1,257	)	$	(3,862	)	$	(5,119	)	$	—	$	—	$	—

Capital Share Transaction
A-II Shares:
Consideration from issuance of shares	$	41,576		$	91,634		$	133,210		$	75,977		$	159,542		$	235,519		$	—	$	—	$	—
Reinvestment of distribution		—			264			264			—			264			264			—		—		—
Repurchase of shares		—			(102	)		(102	)		—			(102	)		(102	)		—		—		—
F-I Shares:																					.
Consideration from issuance of shares	$	3,299		$	1,385		$	4,684		$	6,445		$	2,940		$	9,385		$	—	$	—	$	—
Reinvestment of distribution		3			3			6			3			3			6			—		—		—
Repurchase of shares		—			—			—			—			—			—			—		—		—
E Shares:
Consideration from issuance of shares	$	75		$	170		$	245		$	75		$	170		$	245		$	—	$	—	$	—
Reinvestment of distribution		—			—			—			—			—			—			—		—		—
Repurchase of shares		—			—			—			—			—			—			—		—		—
V Shares:
Proceeds from issuance of shares	$	—		$	—		$	—		$	—		$	—		$	—		$	1	$	1	$	2
Net increase (decrease) in capital share transaction	$	44,953		$	93,354		$	138,307		$	82,500		$	162,817		$	245,317		$	1	$	1	$	2

Net Assets
Total increase (decrease) in net assets during the period	$	46,706		$	98,771		$	145,477		$	85,031		$	171,495		$	256,526		$	1	$	1	$	2
Net assets at beginning of period		85,067			286,770			371,837			46,742			214,046			260,788			—		—		—
Net assets at end of period	$	131,773		$	385,541		$	517,314		$	131,773		$	385,541		$	517,314		$	1	$	1	$	2

See notes to consolidated financial statements.

Apollo Infrastructure Company LLC

Consolidated Statements of Cash Flows (Unaudited)

(in thousands, except share and per share data)


	For the Six Months Ended June 30, 2024									For the period from April 3, 2023 (date of formation) to June 30,2023
	Series I			Series II			Total			Series I		Series II		Total
Operating activities
Net increase/(decrease) in net assets resulting from operations	$	3,788		$	12,540		$	16,328		$	—	$	—	$	—
Adjustments to reconcile net increase/(decrease) in net assets resulting from operations to net cash used in operating activities:
Amortization of restricted stock shares		3			9			12
Net change in unrealized (appreciation)/depreciation from investments		(1,946	)		(6,053	)		(7,999	)		—		—		—
Payment-in-kind interest capitalized		(1,441	)		(4,513	)		(5,954	)		—		—		—
Payment-in-kind warrants received		(388	)		(1,136	)		(1,524	)		—		—		—
Acquisition of Infrastructure Assets		(64,613	)		(207,499	)		(272,112	)		—		—		—
Deferred offering expenses amortization		58			192			250			—		—		—
Changes in operating assets and liabilities:
(Increase) in prepaid expenses and other assets		(140	)		(835	)		(975	)		—		—		—
(Increase) in deferred offering expenses		(34	)		(101	)		(135	)		—		—		—
(Increase) in due from Operating Manager		(632	)		(2,110	)		(2,742	)		—		—		—
(Decrease) in management fee payable		(32	)		(145	)		(177	)		—		—		—
Increase in accrued performance fees		242			694			936			—		—		—
(Decrease) in organization expenses payable		(12	)		(67	)		(79	)		—		—		—
Increase in other accrued expenses and liabilities		857			2,603			3,460			—		—		—
Increase in due to Operating Manager		566			1,783			2,349			—		—		—
Net cash used in operating activities	$	(63,724	)	$	(204,638	)	$	(268,362	)	$	—	$	—	$	—

Financing activities
Proceeds from issuance of shares		82,997			162,652			245,649			1		1		2
Payment on repurchase of shares		—			(102	)		(102	)		—		—		—
Distributions		(430	)		(1,190	)		(1,620	)		—		—		—
Net cash provided by financing activities	$	82,567		$	161,360		$	243,927		$	1	$	1	$	2

Cash and cash equivalents
Net increase/(decrease) in cash and cash equivalents		18,843			(43,278	)		(24,435	)		1		1		2
Cash and cash equivalents at beginning of period		21,575			99,696			121,271			—		—		—
Cash and cash equivalents at end of period	$	40,418		$	56,418		$	96,836		$	1	$	1	$	2

Supplemental disclosure of cash flow information:
Income taxes paid	$	661		$	1,361		$	2,022		$	—	$	—	$	—
Payment-in-kind income	$	1,829		$	5,649		$	7,478		$	—	$	—	$	—
Noncash financing activities not included - distribution payable	$	824		$	2,405		$	3,229		$	—	$	—	$	—
Noncash financing activities not included - reinvestment of distribution	$	3		$	267		$	270		$	—	$	—	$	—

See notes to consolidated financial statements.

Apollo Infrastructure Company LLC

Condensed Consolidated Schedules of Investments (Unaudited)

June 30, 2024

(in thousands, except share and per share data)


Description	Country	Industry	Principal Amount or Number of Shares		Fair Value		Fair Value as a Percentage of Net Assets(1)
Series I
Investments in Partnership Investment Vehicle:(2)
Novus Holdings Parent, L.P.	United States	Transportation			$	20,452		15.5	%
AIC 3-Z Subsidiary, LLC(3)	Various	Various				13,596		10.3	%
AP Nebula Solar Aggregator, L.P.(4)	United States	Power & Utilities				12,524		9.5	%
Other Infrastructure Assets	United States	Transportation				4,311		3.3	%
Total Investments in Partnership Investment Vehicle (Cost of $49,085)					$	50,883		38.6	%

Investments in Loans:
Yondr Capital LP- 15.75%-17.75% 06/27/29	Various	Communications	$	14,574,286	$	14,732		11.2	%
Longroad High Street Holdings, LLC- SOFR +3.75% 11/30/30	United States	Power & Utilities	$	4,547,748		4,553		3.5	%
Tillman Infrastructure LLC Tranche A 16% 03/31/29	United States	Communications	$	7,072,174		6,531		5.0	%
Tillman Infrastructure LLC Tranche B 9.75% 03/31/29	United States	Communications	$	2,168,559		2,079		1.6	%
Venture Global Plaquemines LNG, LLC- SOFR+1.975 05/25/29	United States	Power & Utilities	$	7,313,782		7,167		5.4	%
Other Infrastructure Assets	United States	Communications	$	6,369,041		6,369		4.8	%
Total Investments in Loans (Cost of $41,157)					$	41,431		31.5	%

Investments in Warrants:
Yondr Capital LP	Various	Communications			$	388		0.3	%
Total Investments in Warrants (Cost of $388)					$	388		0.3	%

Total Investments - Series I (Cost of $90,630)					$	92,702		70.4	%

Series II
Investments in Partnership Investment Vehicle:(2)
Novus Holdings Parent, L.P.	United States	Transportation			$	66,731		17.3	%
AIC 3-Z Subsidiary, LLC(3)	Various	Various				52,467		13.6	%
AP Nebula Solar Aggregator, L.P.(4)	United States	Power & Utilities				40,372		10.5	%
Other Infrastructure Assets	United States	Transportation				19,035		4.9	%
Total Investments in Partnership Investment Vehicle (Cost of $172,865)					$	178,605		46.3	%

Investments in Loans:
Yondr Capital LP- 15.75%-17.75% 06/27/29	Various	Communications	$	65,258,507	$	65,791		17.1	%
Longroad High Street Holdings, LLC- SOFR +3.75% 11/30/30	United States	Power & Utilities	$	20,452,252		20,385		5.3	%
Tillman Infrastructure LLC Tranche A 16% 03/31/29	United States	Communications	$	21,676,575		20,016		5.2	%
Tillman Infrastructure LLC Tranche B 9.75% 03/31/29	United States	Communications	$	6,646,746		6,374		1.7	%
Venture Global Plaquemines LNG, LLC- SOFR+1.975 05/25/29	United States	Power & Utilities	$	22,417,117		20,964		5.4	%
Other Infrastructure Assets	United States	Communications	$	18,630,959		18,631		4.8	%
Total Investments in Loans (Cost of $151,267)					$	152,161		39.5	%

Investments in Warrants:
Yondr Capital LP	Various	Communications			$	1,136		0.3	%
Total Investments in Warrants (Cost of $1,136)					$	1,136		0.3	%

Total Investments - Series II (Cost of $325,268)					$	331,902		86.1	%

Total
Investments in Partnership Investment Vehicle:(2)
Novus Holdings Parent, L.P.	United States	Transportation			$	87,183		16.9	%
AIC 3-Z Subsidiary, LLC(3)	Various	Various				66,063		12.8	%
AP Nebula Solar Aggregator, L.P.(4)	United States	Power & Utilities				52,896		10.2	%
Other Infrastructure Assets	United States	Transportation				23,346		4.5	%
Total Investments in Partnership Investment Vehicle (Cost of $221,950)					$	229,488		44.4	%

Investments in Loans:
Yondr Capital LP- 15.75%-17.75% 06/27/29	Various	Communications	$	79,832,793	$	80,523		15.6	%
Longroad High Street Holdings, LLC- SOFR +3.75% 11/30/30	United States	Power & Utilities	$	25,000,000		24,938		4.8	%
Tillman Infrastructure LLC Tranche A 16% 03/31/29	United States	Communications	$	28,748,749		26,547		5.1	%
Tillman Infrastructure LLC Tranche B 9.75% 03/31/29	United States	Communications	$	8,815,305		8,453		1.6	%
Venture Global Plaquemines LNG, LLC- SOFR+1.975 05/25/29	United States	Power & Utilities	$	29,730,899		28,131		5.4	%
Other Infrastructure Assets	United States	Communications	$	25,000,000		25,000		4.8	%
Total Investments in Loans (Cost of $192,424)					$	193,592		37.4	%

Investments in Warrants:
Yondr Capital LP	Various	Communications			$	1,524		0.3	%
Total Investments in Warrants (Cost of $1,524)					$	1,524		0.3	%

Total Investments (Cost of $415,898)					$	424,604		82.1	%

(1)

Fair Value as a percentage of Net Assets shown as a percentage of Net Assets of the respective Series. Numbers may not add due to rounding.

(2)

Partnership investment vehicle includes investments in both limited partnerships and limited liability companies.

(3)

Represents an investment in an affiliated entity of the Company.

(4)

Series I, Series II and Total indirectly own 12,415,855, 40,042,428, and 52,458,283 units, respectively, in Juniper 1 Residential Solar, LLC, in the renewables industry in the United States. The fair value of Series I, Series II, and Total investment in Juniper 1 Residential Solar, LLC was $12,416, $40,042, and $52,458, respectively, and the percentage of Net Asset Value of Series I, Series II, and Total for that investment was 9.42%, 10.39%, and 10.14%, respectively.

See notes to consolidated financial statements.

Apollo Infrastructure Company LLC

Consolidated Schedules of Investments

December 31, 2023

(in thousands, except share and per share data)


Description	Country	Industry	Principal Amount or Number of Shares		Fair Value		Fair Value as a Percentage of Net Assets
Series I
Investments in Partnership Investment Vehicle: (1)
Atlas Tank Parent, L.P.	United States	Transportation			$	3,469		7.42	%
AIC 3-Z Subsidiary, LLC	Various	Various				3,872		8.28	%
Total Investments in Partnership Investment Vehicle					$	7,341		15.70	%

Investments in Loans:
Yondr Capital LP- 15.75%-17.75% 06/27/29	Various	Communications	$	13,258,898	$	13,133		28.10	%
Longroad High Street Holdings, LLC- SOFR +3.75% 11/30/30	United States	Energy	$	3,898,967		3,840		8.22	%
Total Investments in Loans					$	16,973		36.32	%

Total Investments - Series I (Cost of $24,187)					$	24,314		52.02	%


Series II
Investments in Partnership Investment Vehicle: (1)
Atlas Tank Parent, L.P.	United States	Transportation			$	16,237		7.59	%
AIC 3-Z Subsidiary, LLC	Various	Various				17,726		8.28	%
Total Investments in Partnership Investment Vehicle					$	33,963		15.87	%

Investments in Loans:
Yondr Capital LP- 15.75%-17.75% 06/27/29	Various	Communications	$	61,319,161	$	60,745		28.38	%
Longroad High Street Holdings, LLC- SOFR +3.75% 11/30/30	United States	Energy	$	18,267,699		17,993		8.41	%
Total Investments in Loans					$	78,738		36.79	%

Total Investments - Series II (Cost of $112,121)					$	112,701		52.66	%


Total
Investments in Partnership Investment Vehicle: (1)
Atlas Tank Parent, L.P.	United States	Transportation			$	19,706		7.56	%
AIC 3-Z Subsidiary, LLC	Various	Various				21,598		8.28	%
Total Investments in Partnership Investment Vehicle					$	41,304		15.84	%

Investments in Loans:
Yondr Capital LP- 15.75%-17.75% 06/27/29	Various	Communications	$	74,578,059	$	73,878		28.33	%
Longroad High Street Holdings, LLC- SOFR +3.75% 11/30/30	United States	Energy	$	22,166,666		21,833		8.37	%
Total Investments in Loans					$	95,711		36.70	%

Total Investments - Total (Cost of $136,308)					$	137,015		52.54	%

(1)

Partnership investment vehicle includes investments in both limited partnerships and limited liability companies.

See notes to consolidated financial statements.

Apollo Infrastructure Company LLC

Notes to Consolidated Financial Statements (Unaudited)

(in thousands, except for share and per share data)

Organization

Apollo Infrastructure Company LLC (the “Company”) is a limited liability company that was formed in accordance with the laws of Delaware on April 3, 2023. On April 10, 2023, the Company established two registered series of limited liability company interests, Apollo Infrastructure Company LLC - Series I (“Series I”) and Apollo Infrastructure Company LLC - Series II (“Series II”). Series I and Series II are treated as separate entities for U.S. federal income tax purposes with segregated assets and liabilities. Sections 18-215(c) and 18-218(c)(1) of the Delaware Limited Liability Company Act (as amended from time to time, the “LLC Act”) provide that a Series established in accordance with Section 18-215(b) or 18-218 of the LLC Act, respectively, may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued. The Company intends for each Series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular Series and title to the relevant property will be held by or for the benefit of, the relevant Series. Under Delaware law, to the extent the records maintained for a Series account for the assets associated with such Series separately from the other assets of the Company or any other Series, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such Series are segregated and enforceable only against the assets of such Series and not against the assets of the Company generally or any other Series. Series I is treated as a corporation for U.S. federal income tax purposes, and Series II is treated as a partnership for U.S. federal income tax purposes. The Company conducts its operations so that it is not required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is a holding company that seeks to acquire, own and control portfolio companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held (“Infrastructure Assets”), with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation.

The Company conducts a continuous private offering of its investor shares: S Shares, I Shares, F-S Shares, F-I Shares, A-I Shares, and A-II Shares (collectively, the “Investor Shares” and, collectively with the E Shares and V Shares, the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act).

The Company is sponsored by Apollo Asset Management, Inc. (together with its subsidiaries, “Apollo”) and benefits from Apollo’s infrastructure sourcing and management platform pursuant to the operating agreement the Company entered into with Apollo Manager, LLC (the “Operating Manager”) to support the Company in managing its portfolio of Infrastructure Assets with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation for shareholders. The Company commenced principal operations on November 1, 2023.

The purchase of the Shares in a Series of the Company is an investment only in that particular Series and not an investment in the Company as a whole. V Shares have special rights and privileges, including entitling the holders thereof to the right to increase or decrease the number of directors of the Company, appoint and remove directors from the Board, and fill any vacancies on the Board. V Shares will not have economic participation in the Company. V Shares have not been and are not expected to be offered to investors other than Apollo, certain of its affiliates and employees and/or certain Apollo clients.

Summary of Significant Accounting Policies

Basis of Accounting – The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in United States dollars, which is the Company’s functional currency. The Company’s fiscal year end is December 31.

The Company’s consolidated financial statements are prepared using the accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (ASC) 946, Financial Services – Investment Companies.

Basis of Presentation – Series I and Series II are treated as separate entities for U.S. federal income tax purposes with segregated assets, liabilities, income, and expenses. Allocation to each Series is based on attributable investment activity, net asset value (“NAV”), or other equitable allocation methodologies as determined by the Operating Manager. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the consolidated financial statements are presented fairly and that any estimates made are reasonable and prudent.

Basis of Consolidation – As provided under Regulation S-X and ASC 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates – The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could materially differ from those estimates.

Cash and Cash Equivalents – As of June 30, 2024 and December 31, 2023, cash and cash equivalents were comprised of cash and fundings into money market funds sponsored by a U.S. financial institution. As of June 30, 2024, Series I, Series II, and Total held $40,418, $56,418, and $96,836, respectively, in money market funds. As of December 31, 2023, Series I, Series II, and Total held $21,575, $99,696, and $121,271, respectively, in money market funds, all of which were held in the Goldman Sachs Financial Square Government Fund.

Organizational and Offering Expenses – Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish the Company and enable it legally to do business. Series I, Series II, and Total did not incur organizational expenses for the three and six months ended June 30, 2024. For the period from April 3, 2023 (date of formation) to June 30, 2023, Series I, Series II, and Total incurred organization expenses of $544, $544, and $1,088, respectively.

Offering expenses include registration fees and legal fees regarding the preparation of the registration statement on Form 10. Offering expenses are accounted for as deferred costs until operations begin. For the three months and six months ended June 30, 2024, Series I, Series II, and Total incurred deferred offering expenses of $34, $101, and $135, respectively. For the period from April 3, 2023 (date of formation) to June 30, 2023, Series I, Series II, and Total incurred deferred offering expenses of $890, $890, and $1,780, respectively. For the three months ended June 30, 2024, Series I, Series II, and Total amortized offering expenses of $33, $97, and $130, respectively. For the six months ended June 30, 2024, Series I, Series II, and Total amortized offering expenses of $58, $192, and $250, respectively. For the period from April 3, 2023 (date of formation) to June 30, 2023, no offering expenses were amortized for Series I, Series II, and Total.

The Operating Manager may elect to provide expense support for certain organization and offering expenses which is subject to potential recoupment as described in Note 4.

Investment Income – The Company records dividend income and accrues interest income pursuant to the terms of the respective Infrastructure Asset, unless, in the case of dividend income, the Company determines that the Infrastructure Asset does not have positive earnings in which case such dividend income is treated as a return of capital. Payment-in-Kind (PIK) interest is accrued monthly on PIK fixed income securities in accordance with the contractual terms of those Infrastructure Assets. In the case of proceeds received from investments in a partnership investment vehicle and limited partnerships, the Company determines the character of such proceeds and record any interest income, dividend income, realized gains or returns of capital accordingly. For the three and six months ended June 30, 2024, investment income was comprised of interest income and PIK income from Infrastructure Assets and cash and cash equivalents.

Net Realized gains or losses and Net Change in Unrealized Appreciation (Depreciation) on Investments – Without regard to unrealized appreciation (depreciation) previously recognized, realized gains or losses will be measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset. Net change in unrealized appreciation (depreciation) will reflect the change in investment values during the reporting period, including the reversal of any previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

Investments, At Fair Value – ASC 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value. The Company recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transactions costs that may be incurred upon disposition of investments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes.

Assets and liabilities recorded at fair value in the Consolidated Statements of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level 1 — Quoted prices are available in active markets for identical financial instruments as of the reporting date. The Company does not adjust the quoted price for these financial instruments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level 2 — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. These financial instruments exhibit higher levels of liquid market observability as compared to Level 3 financial instruments.

Level 3 — Pricing inputs are unobservable for the financial instrument and includes situations where there is little observable market activity for the financial instrument. The inputs into the determination of fair value may require significant management judgment or estimation. Financial instruments that are included in this category generally include investments where the fair value is based on observable inputs as well as unobservable inputs.

A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and an adjustment to the transactions or quoted prices may be necessary to estimate fair value.

There is no single standard for determining fair values of assets that do not have a readily available market price and, in many cases, such fair values may be best expressed as a range of fair values from which a single estimate may be derived in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each acquisition while employing a valuation process that is consistently followed. Determinations of fair value involve subjective judgments and estimates.

When making fair value determinations for Infrastructure Assets that do not have readily available market prices, we will consider industry-accepted valuation methodologies, primarily consisting of an income approach and market approach. The income approach derives fair value based on the present value of cash flows that a business or security is expected to generate in the future. The market approach relies upon valuations for comparable public companies, transactions or assets and includes making judgments about which companies, transactions or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. It is common to use only the income approach for Infrastructure Assets. We also consider a range of additional factors that we deem relevant, including a potential sale of the Infrastructure Assets, macro and local market conditions, industry information and the relevant Infrastructure Asset’s historical and projected financial data.

Infrastructure Assets will generally be valued at the relevant transaction price initially; however, to the extent the Operating Manager does not believe an Infrastructure Asset’s transaction price reflects the current market value, the Operating Manager will adjust such valuation. When making fair value determinations for Infrastructure Assets, the Operating Manager will update the prior month-end valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the financial performance of the Infrastructure Assets since the prior valuation date, as well as any cash flow activity related to the Infrastructure Assets during the month. The Operating Manager will value Infrastructure Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

When making fair value determinations for assets that do not have a reliable, readily available market price, which the Company expects to be the case for a significant number of its Infrastructure Assets, the Operating Manager may engage one or more independent valuation firms to provide positive assurance regarding the reasonableness of such valuations as of the relevant measurement date.

Because assets are valued as of a specified valuation date, events occurring subsequent to that date will not be reflected in the Company’s valuations. However, if information indicating a condition that existed at the valuation date becomes available subsequent to the valuation date and before financial information is publicly released, it will be evaluated to determine whether it would have a material impact requiring adjustment of the final valuation.

At least annually, the Board, including our independent directors, will review the appropriateness of our valuation guidelines. From time to time, the Board, including our independent directors, may adopt changes to the valuation guidelines on occasions in which it has determined, or in the future determines, that such changes are likely to result in a more accurate reflection of estimated fair value.

Income Taxes – Series I had elected to be taxed as a corporation for U.S. federal income tax purposes. Series I is liable for income taxes, if any, on its net taxable income.

Series II operates so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code and not a publicly traded partnership treated as a corporation. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that Series II will not meet the qualifying income exception, which would result in Series II being treated as a publicly traded partnership taxed as a corporation, rather than a partnership. If Series II does not meet the qualifying income exception, the holders of interests in Series II would then be treated as shareholders in a corporation, and Series II would become taxable as a corporation for U.S. federal income tax purposes. Series II would be required to pay income tax at corporate rates on its net taxable income. In addition, Series II holds interests in Infrastructure Assets, through subsidiaries that are treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

Deferred taxes are provided for the effects of potential future tax liabilities in future years resulting from differences between the tax basis of an asset and liability and its reported valuation in the accompanying consolidated financial statements. Income taxes for both Series I and Series II are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the temporary differences in the basis of assets and liabilities for income tax and financial reporting purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. For a particular tax-paying component of an entity and within a particular tax jurisdiction, deferred tax assets and liabilities are offset and presented as a single amount within prepaid expenses and other assets or other accrued expenses and liabilities, as applicable, in the accompanying Consolidated Statements of Assets and Liabilities.

Both Series I and Series II recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Both Series I and Series II review and evaluate tax positions in their major jurisdictions and determines whether or not there are uncertain tax positions that require financial statement recognition. The reserve for uncertain tax positions is recorded in other accrued expenses and liabilities, as applicable, in the accompanying Consolidated Statements of Assets and Liabilities. Based on this review, both Series I and Series II have determined the major tax jurisdictions to be where both Series I and Series II are organized, where both Series I and Series II hold interests in Infrastructure Assets, and where the Operating Manager is located; however, no reserves for uncertain tax positions were recorded for Series I and Series II for the three and six months ended June 30, 2024. Both Series I and Series II are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. Generally, both Series I and Series II’s returns may be subject to examination for a period of three to five years from when they are filed under varying statutes of limitations.

Calculation of NAV – For each applicable Series, the NAV per Share of each type of the Company’s Shares is determined by dividing the total assets (the value of investments, plus cash and other assets) attributable to such type less the value of any liabilities attributable to such type, by the total number of Shares outstanding of such type.

Recent Accounting Pronouncements – In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement – Fair Value measurement of Equity Securities Subject to Contractual Sale Restrictions. The guidance clarifies that a restriction which is a characteristic of the holding entity equity security rather than a characteristic of the equity security itself should not be considered in its fair value measurement. As a result, the Company is required to measure the fair value of equity securities subject to contractual restrictions attributable to the holding entity on the basis of the market price of the same equity security without those contractual restrictions. Companies are not permitted to recognize a contractual sale restriction attributable to the holding entity as a separate unit of account. The guidance also requires disclosures for these equity securities. The new guidance is mandatorily effective for the Company by January 1, 2025, with early adoption permitted. The Company early adopted the guidance on April 1, 2024. The Company applied the guidance on a prospective basis, and there was no impact to the condensed consolidated financial statements upon adoption.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 intends to improve reportable segment disclosure requirements, enhance interim disclosure requirements and provide new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods with fiscal years beginning after December 14, 2024. ASU 2023-07 is to be adopted retrospectively to all prior periods presented. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes—Improvements to Income Tax Disclosures. The guidance makes amendments to update disclosures on income taxes including rate reconciliation, income taxes paid, and certain amendments on disaggregation by federal, state, and foreign taxes, as relevant. The guidance is mandatorily effective for the Company for annual periods beginning in 2025, but early adoption is permitted. The Company is currently evaluating the impact of the new standard.

There are no other standards, interpretations or amendments to existing standards that are effective that would be expected to have a material impact on the Company.

Fair Value Measurement and Disclosures

The following tables summarize the valuation of the Company’s investments and cash and cash equivalents in the fair value hierarchy levels as of June 30, 2024 and December 31, 2023:


June 30, 2024
Description	Total		Level I		Level II		Level III		Measured at NAV(1)
Series I
Investments in Partnership Investment Vehicle	$	50,883	$	—	$	—	$	24,763	$	26,120
Investments in Loans		41,431		—		—		41,431		—
Investments in Warrants		388		—		—		388		—
Total Investments	$	92,702	$	—	$	—	$	66,582	$	26,120
Cash and cash equivalents		40,418		40,418		—		—		—
Total	$	133,120	$	40,418	$	—	$	66,582	$	26,120
Series II
Investments in Partnership Investment Vehicle	$	178,605	$	—	$	—	$	85,766	$	92,839
Investments in Loans		152,161		—		—		152,161		—
Investments in Warrants		1,136		—		—		1,136		—
Total Investments	$	331,902	$	—	$	—	$	239,063	$	92,839
Cash and cash equivalents		56,418		56,418		—		—		—
Total	$	388,320	$	56,418	$	—	$	239,063	$	92,839
Total
Investments in Partnership Investment Vehicle	$	229,488	$	—	$	—	$	110,529	$	118,959
Investments in Loans		193,592		—		—		193,592		—
Investments in Warrants		1,524		—		—		1,524		—
Total Investments	$	424,604	$	—	$	—	$	305,645	$	118,959
Cash and cash equivalents		96,836		96,836		—		—		—
Total	$	521,440	$	96,836	$	—	$	305,645	$	118,959

(1)

Included within certain investments measured at NAV were Level III investments valued at Transaction Price. Series I, Series II, and Total Level III amounts of these investments were $12,416, $40,042, and $52,458, respectively.


December 31, 2023
Description	Total		Level I		Level II		Level III		Measured at NAV
Series I
Investments in Partnership Investment Vehicle	$	7,341	$	—	$	—	$	3,469	$	3,872
Investments in Loans		16,973		—		—		16,973		—
Total Investments	$	24,314	$	—	$	—	$	20,442	$	3,872
Cash and cash equivalents		21,575		21,575		—		—		—
Total	$	45,889	$	21,575	$	—	$	20,442	$	3,872
Series II
Investments in Partnership Investment Vehicle	$	33,963	$	—	$	—	$	16,237	$	17,726
Investments in Loans		78,738		—		—		78,738		—
Total Investments	$	112,701	$	—	$	—	$	94,975	$	17,726
Cash and cash equivalents		99,696	99,696			—		—		—
Total	$	212,397	$	99,696	$	—	$	94,975	$	17,726
Total
Investments in Partnership Investment Vehicle	$	41,304	$	—	$	—	$	19,706	$	21,598
Investments in Loans		95,711		—		—		95,711		—
Total Investments	$	137,015	$	—	$	—	$	115,417	$	21,598
Cash and cash equivalents		121,271		121,271		—		—		—
Total	$	258,286	$	121,271	$	—	$	115,417	$	21,598

Transfers of investments between levels, if any, shall be recorded at the end of the period.

There were no transfers in or out of the Company’s investments that are classified as Level III investments for the three and six months ended June 30, 2024. The following tables show changes in the fair value of our Level III investment during the three and six months ended June 30, 2024:


Description	For the six months ended June 30, 2024
Series I
Balance as of December 31, 2023	$	20,442
Purchases, including capitalized Paid-in-Kind Interest		16,799
Net change in unrealized appreciation/(depreciation) from investments		369
Transfers out of Level III		—
Transfers into Level III		—
Balance as of March 31, 2024	$	37,610
Purchases, including capitalized PIK		27,581
Net change in unrealized appreciation/(depreciation) from investments		1,391
Transfers out of Level III		—
Transfers into Level III		—
Balance as of June 30, 2024	$	66,582

Series II
Balance as of December 31, 2023	$	94,975
Purchases, including capitalized Paid-in-Kind Interest		56,563
Net change in unrealized appreciation/(depreciation) from investments		1,242
Transfers out of Level III		—
Transfers into Level III		—
Balance as of March 31, 2024	$	152,780
Purchases, including capitalized PIK		82,213
Net change in unrealized appreciation/(depreciation) from investments		4,070
Transfers out of Level III		—
Transfers into Level III		—
Balance as of June 30, 2024	$	239,063

Total
Balance as of December 31, 2023	$	115,417
Purchases, including capitalized Paid-in-Kind Interest		73,362
Net change in unrealized appreciation/(depreciation) from investments		1,611
Transfers out of Level III		—
Transfers into Level III		—
Balance as of March 31, 2024	$	190,390
Purchases, including capitalized PIK		109,794
Net change in unrealized appreciation/(depreciation) from investments		5,461
Transfers out of Level III		—
Transfers into Level III		—
Balance as of June 30, 2024	$	305,645

The total change in unrealized appreciation included in the Consolidated Statements of Operations within net change in unrealized appreciation/(depreciation) from investments attributable to Level III investments still held at June 30, 2024 for the three months ended June 30, 2024 for Series I, Series II, and Total were $1,391, $4,070, and $5,461, respectively; and for the six months ended June 30, 2024 for Series I, Series II, and Total were $1,760, $5,312, and $7,072, respectively.

The following tables provides quantitative measure used to determine the fair values of the Level III investments as of June 30, 2024 and December 31, 2023:


June 30, 2024
Asset Type	Level III Fair Value		Valuation Technique	Unobservable Input	Input
Series I
Investments in Partnership Investment Vehicle	$	24,763	Discounted Cash Flow	Discount Rate Terminal Multiple	15.00 % - 15.10% 8.5x - 14.3x
Investments in Loans		41,431	Discounted Cash Flow	Discount Rate	8.02% - 17.40%
			Transaction Price(1)	N/A	N/A
Investment in Warrants		388	Transaction Price	N/A	N/A
Total	$	66,582
Series II
Investments in Partnership Investment Vehicle	$	85,766	Discounted Cash Flow	Discount Rate Terminal Multiple	15.00 % - 15.10% 8.5x - 14.3x
Investments in Loans		152,161	Discounted Cash Flow	Discount Rate	8.02% - 17.40%
			Transaction Price(1)	N/A	N/A
Investment in Warrants		1,136	Transaction Price	N/A	N/A
Total	$	239,063
Total
Investments in Partnership Investment Vehicle	$	110,529	Discounted Cash Flow	Discount Rate Terminal Multiple	15.00 % - 15.10% 8.5x - 14.3x
Investments in Loans		193,592	Discounted Cash Flow	Discount Rate	8.02% - 17.40%
			Transaction Price(1)	N/A	N/A
Investment in Warrants		1,524	Transaction Price	N/A	N/A
Total	$	305,645

(1)

The Investments in Loans valued at Transaction Price include certain loans held by the Company that, pursuant to their contractual terms, produce PIK income. PIK income computed at the contractual rate is accrued into income and reflected as a receivable up to the capitalization date. As of June 30, 2024, none of Series I, Series II, or Total earned or capitalized any PIK income on investments in loans valued using Transaction Price.


December 31, 2023
Asset Type	Level III Fair Value		Valuation Technique	Unobservable Input	Input
Series I
Investments in Partnership Investment Vehicle	$	3,469	Discounted Cash Flow	Discount Rate Terminal Multiple	15.10% 8.5x
Investments in Loans		16,973	Transaction Price (1)	N/A	N/A
Total	$	20,442
Series II
Investments in Partnership Investment Vehicle	$	16,237	Discounted Cash Flow	Discount Rate Terminal Multiple	15.10% 8.5x
Investments in Loans		78,738	Transaction Price (1)	N/A	N/A
Total	$	94,975

Total
Investments in Partnership Investment Vehicle	$	19,706	Discounted Cash Flow	Discount Rate Terminal Multiple	15.10% 8.5x
Investments in Loans		95,711	Transaction Price (1)	N/A	N/A
Total	$	115,417

(1)

The Investments in Loans valued at Transaction Price include certain loans held by the Company that, pursuant to their contractual terms, produce PIK income. PIK income computed at the contractual rate is accrued into income and reflected as a receivable up to the capitalization date. As of December 31, 2023, Series I, Series II, and Total, earned and capitalized PIK income of $184, $845, and $1,029, respectively.

Unconsolidated Significant Subsidiary

The following table presents summarized financial information of the applicable significant subsidiaries in which the Company, Series I, and Series II has an indirect equity interest for the period ended June 30, 2024:


Income Statement
	For the six months ended June 30, 2024
Total Revenue	$	105,921
Gross profit		46,525
Income (loss) before taxes		(13,334	)
Net income (loss)		(13,192	)

The summarized financial information above does not represent the Company’s proportionate share.

Related Party Considerations

Initial Capital Contribution

On April 12, 2023, the Company issued 40 V Shares (the “Shares”) of each of Series I and Series II at the aggregate issue prices of $1 and $1, respectively, to Apollo Principal Holdings VI, L.P., a subsidiary of Apollo Asset Management, Inc., and an affiliate of the Company.

Infrastructure Assets

On November 6, 2023, the Company acquired an indirect interest in Atlas Tank Parent, L.P. from an affiliate of the Operating Manager.

As of December 31, 2023, the Company had acquired debt obligations issued by Yondr Capital LP from an affiliate of the Operating Manager.

On May 14, 2024, the Company acquired an additional indirect interest in Novus Holdings Parent, L.P. from an affiliate of the Operating Manager.

Operating Agreement

Pursuant to the Operating Agreement, the Operating Manager is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making recommendations to the Board related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations.

Pursuant to the Operating Agreement, the Operating Manager is entitled to receive a management fee (the “Management Fee”). The Management Fee is payable monthly in arrears in an amount equal to (i) 1.25% per annum of the month-end NAV attributable to S Shares and I Shares, (ii) 1.00% per annum of the month-end NAV attributable to F-S Shares and F-I Shares, (iii) 0.75% per annum of the month-end NAV attributable to the A-I Shares until December 31, 2026 and 1.00% per annum of the month-end NAV attributable to the A-I Shares thereafter and (iv) 0.50% per annum of the month-end NAV attributable to the A-II Shares. In calculating the Management Fee, we will use our NAV before giving effect to accruals for the Management Fee, Performance Fee (as defined below), combined annual distribution fee and shareholder servicing fee or distributions payable on our Shares. We do not pay the Operating Manager a Management Fee on the Shares held by Apollo, and as a result, it is an expense specific to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares.

Any net consulting (including management consulting) or monitoring fees (including any early termination fee or acceleration of any such management consulting fee on a one-time basis that is approved by the Board), break-up fees, directors’ fees, closing fees and merger and acquisition transaction advisory services fees related to the negotiation of the acquisition of an Infrastructure Asset (other than debt investments or investments with respect to which Apollo does not exercise direct control with respect to the decision to engage the services giving rise to the relevant fees, costs and expenses) and similar fees, whether in cash or in kind, including options, warrants and other non-cash consideration paid to the Operating Manager or any of its affiliates or any employees of the foregoing in connection with actual or contemplated acquisitions or investments (and allocable to the Company) (collectively, the “Special Fees”) that are allocable to those Shareholders who bear Management Fees, will be applied to reduce the Management Fees paid by such Management Fee-bearing Shareholders. The Management fee payable in any monthly period is subject to reduction, but not below zero, by an amount equal to any Special Fees allocable to Investor Shares pursuant to the terms of the Operating Agreement.

For the three and six months ended June 30, 2024, Special Fees allocable to the Company of $189 and $1,415, respectively, were received by an affiliate of the Operating Manager. For the three months ended June 30, 2024, $153, $442, and $595 of Special Fees received were used to offset Management Fees for Series I, Series II, and Total, respectively. For the six months ended June 30, 2024, $190, $562, and $752, of Special Fees received were used to offset Management Fees for Series I, Series II, and Total, respectively. As of June 30, 2024, Series I, Series II, and Total share of remaining Special Fees allocable for future management fee offset is $167, $496, and $663 for Series I, Series II and Total, respectively.

For the three months ended June 30, 2024, the Operating Manager earned gross Management Fees of $153, $442, and $595 from Series I, Series II, and Total, respectively, and after reduction for the Special Fees offset, resulted in no net management fees from Series I, Series II, and Total, respectively. For the six months ended June 30, 2024, the Operating Manager earned gross Management Fees of $244, $772, and $1,016 from Series I, Series II, and Total, respectively, and after reduction for the Special Fee offset, resulted in net management fees of $54, $210, and $264 from Series I, Series II and Total, respectively.

The Operating Manager or an affiliate may rebate, waive, or reduce the management fee charged to certain shareholders at the sole discretion of the Operating Manager or such affiliate. Any such rebate, waiver or reduction may be effected either by way of purchase of additional Shares by the Operating Manager or such affiliate for the shareholder or by way of rebate to the relevant shareholder’s account.

water mark with respect to such type of Shares, with a catch-up. Such fee will be paid annually and accrue monthly. The performance fee is not paid on Apollo Shares, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares.

For the three months ended June 30, 2024, the Operating Manager earned Performance Fees of $186, $532, and $718 from Series I, Series II and Total, respectively. For the six months ended June 30, 2024, the Operating Manager earned Performance Fees of $269, $819, and $1,088 from Series I, Series II and Total, respectively.

Various affiliates of the Operating Manager are potentially involved in transactions with the Company’s investments in Infrastructure Assets, and whereby affiliates of the Operating Manager may earn fees in, including but not limited to, structuring, underwriting, arrangement, placement, syndication, advisory or similar services (collectively, “Capital Solution” services”).

For the three and six months ended June 30, 2024, $367 and $1,017, respectively, of fees allocable to the Company were paid by the Company’s Infrastructure Assets to affiliates of the Operating Manager for Capital Solution services, which has been excluded from Special Fees for Series I, Series II, and Total.

The Company incurred certain operating expenses related to services provided by personnel of the Operating Manager and/or its affiliates. For the three months ended June 30, 2024, these expenses were $112, $335, and $447, for Series I, Series II and Total, respectively; and for the six months ended June 30, 2024, these expenses were $239, $794, and $1,033, for Series I, Series II and Total, respectively. These expenses are included in general and administration expenses in the Consolidated Statements of Operations.

An affiliate of Apollo was issued 1,992,619 of A-II Shares within Series II as of December 1, 2023 for an aggregate consideration of $50,000. For the three and six months ended June 30, 2024, there were no additional subscriptions by an Apollo affiliate other than pursuant to the DRIP.

Company Expense Support and Conditional Reimbursement of the Operating Manager

The Operating Manager may elect to pay certain of our expenses, including certain Organizational and Offering Expenses on our behalf (each, an “Expense Support”) in accordance with the Expense Support and Conditional Reimbursement Agreement.

It is expected that following any calendar month in which the Specified Expenses are below 0.60% of the Company’s net assets on an annualized basis, the Company shall reimburse the Operating Manager, fully or partially, for the Expense Supports, but only if and to the extent that Specified Expenses plus any “Reimbursement Payments” (defined below) do not exceed 0.60% of the Company’s net assets at the end of each calendar month on an annualized basis, until such time as all Expense Supports made by the Operating Manager to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company in the prior sentence shall be referred to herein as a “Reimbursement Payment.”

“Specified Expenses” is defined to include all expenses incurred in the business of the Company with the exception of (i) the Management Fee, (ii) the Performance Fee, (iii) the combined annual distribution fees and shareholder servicing fees, (iv) the dealer manager fees (including selling commissions), (v) Infrastructure Asset related expenses, (vi) interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company; (vii) taxes; (viii) certain insurance costs, (ix) Organizational and Offering Expenses; (x) certain non-routine items (as determined in the sole discretion of the Operating Manager), and (xi) extraordinary expenses (as determined in the sole discretion of the Operating Manager).

For the three months ended June 30, 2024, the Operating Manager agreed to provide Expense Support of $320, $955, and $1,275 for expenses incurred by Series I, Series II, and Total, respectively. For the six months ended June 30, 2024, the Operating Manager agreed to provide Expense Support of $632, $2,110, and $2,742 for expenses incurred by Series I, Series II, and Total, respectively. For the period from April 3, 2023 (dated of formation) to June 30, 2023, the Operating Manager provided Expense Support of $544, $544, and $1,088 for expenses incurred by Series I, Series II, and Total, respectively. As of June 30, 2024 total Due from Operating Manager for total Expense Support outstanding was $1,230, $4,893, and $6,123 for Series I, Series II, and Total, respectively. As of December 31, 2023, total Due from Operating Manager for total Expense Support outstanding was $598, $2,783, and $3,381 for Series I, Series II, and Total, respectively. These amounts are subject to recoupment within a three-year period.

The following table reflects the amounts and the expiration dates for future possible recoupment by the Operating Manager:


For the Three Months Ended	Series I		Series II		Total		Last Expiration Date
December 31, 2023	$	598	$	2,783	$	3,381	December 31, 2026
March 31, 2024		312		1,155		1,467	March 31, 2027
June 30, 2024		320		955		1,275	June 30, 2027
Total	$	1,230	$	4,893	$	6,123

As of June 30, 2024, Series I, Series II, and Total has an outstanding payable to Operating Manager of $1,096, $4,269, and $5,365, respectively, and as of December 31, 2023, Series I, Series II, and Total has an outstanding payable to Operating Manager of $530, $2,486, and $3,016, respectively, for payments made on their behalf.

Dealer Manager Agreement

On December 22, 2023, the Company entered into a dealer manager agreement (“Dealer Manager Agreement”) with Apollo Global Securities, LLC (the “Dealer Manager”), an affiliate of the Operating Manager.

The Dealer Manager is entitled to receive selling commissions of up to 3.0%, and dealer manager fees of up to 0.5%, of the transaction price of each S Share and F-S Share. Any participating broker-dealers are compensated from such amounts by reallowance from the Dealer Manager, provided that the sum of such reallowed amounts and the selling commissions do not exceed 3.5% of the transaction price. The Dealer Manager will receive a combined annual distribution fee and shareholder servicing fee of 0.85% per annum of the aggregate NAV of the Company’s outstanding S Shares and F-S Shares. There will not be a combined annual distribution fee and shareholder servicing fee, upfront selling commission or dealer manager fee with respect to the A-II Shares, I Shares or F-I Shares. The Dealer Manager anticipates that all or a portion of selling commissions and dealer manager fees will be reallowed to participating broker-dealers.

The E Shares and V Shares will not incur any upfront selling costs or ongoing servicing costs.

As of June 30, 2024 and December 31, 2023, neither Series paid the Dealer Manager for any annual distribution fees, shareholder servicing fees, upfront selling commission or dealer manager fees.

Restricted Stock Grants

The Company's board of directors approved the Apollo Infrastructure Company LLC Restricted Share Plan for Independent Directors, pursuant to which, the Company's E Shares may be granted to independent Directors.

The following table summarizes the grants, vesting and forfeitures of restricted common stock during the three months and six months ended June 30, 2024:


	Restricted Stock		Grant Date Fair Value ($ in thousands)
Outstanding as of December 31, 2023
Granted		5,812		150
Vested		—		—
Forfeiture		—		—
Outstanding as of June 30, 2024		5,812		150

During the three months and six months ended June 30, 2024, the Company granted an aggregate of 5,812 Series II E Shares to the independent directors of the Company’s board of directors to cover the restricted stock portion of the annual base director’s fee for independent directors’ services to the Company. The fair value of these shares was determined using the most recent available NAV and are subject to a one-year vesting period.

During the three and six months ended June 30, 2024, the Company recorded $3, $9, and $12 for Series I, Series II, and Total, respectively, of restricted stock amortization as director fees in the Consolidated Statements of Operations.

Shareholders’ Equity

On April 12, 2023, the Company issued 40 V Shares of each of Series I and Series II at the aggregate issue prices of $1 and $1, respectively, to Apollo Principal Holdings VI, L.P., a subsidiary of Apollo Asset Management, Inc.

On November 1, 2023, the Company had satisfied the minimum offering requirement and the Company’s Board authorized the release of proceeds from escrow; and accordingly, A-II Shares were issued at an offering price of $25.00 per share in each of Series I and Series II.

The following tables summarizes the shareholder transactions in common shares during the three and six months ended June 30, 2024:


	Series I				Series II						Total
			Consideration					Consideration						Consideration
	Shares		Amount		Shares			Amount			Shares			Amount
A-II Shares:
Balance as of December 31, 2023		1,851,311	$	46,339		8,468,437		$	211,995.00			10,319,748		$	258,334.00
Proceeds from issuance of shares		1,355,539		34,401		2,674,311			67,908			4,029,850			102,309
Net increase (decrease)		1,355,539	$	34,401		2,674,311		$	67,908			4,029,850		$	102,309
Balance as of March 31, 2024		3,206,850	$	80,740		11,142,748		$	279,903			14,349,598		$	360,643
Proceeds from issuance of shares		1,622,381		41,576		3,564,514			91,634			5,186,895			133,210
Repurchase of shares		—		—		(4,000	)		(102	)		(4,000	)		(102	)
Reinvestment of distributions		—		—		10,301			264			10,301			264
Net increase (decrease)		1,622,381	$	41,576		3,570,815		$	91,796			5,193,196		$	133,372
Balance as of June 30, 2024		4,829,231	$	122,316		14,713,563		$	371,699			19,542,794		$	494,015

F-I Shares:
Balance as of December 31, 2023		—	$	—		—		$	—			—		$	—
Proceeds from issuance of shares		124,118		3,146		61,294			1,555			185,412			4,701
Net increase (decrease)		124,118	$	3,146		61,294		$	1,555			185,412		$	4,701
Balance as of March 31, 2024		124,118	$	3,146		61,294		$	1,555			185,412		$	4,701
Proceeds from issuance of shares		128,927		3,299		53,952			1,385			182,879			4,684
Repurchase of shares		—		—		—			—			—			—
Reinvestment of distributions		113		3		99			3			212			6
Net increase (decrease)		129,040	$	3,302		54,051		$	1,388			183,091		$	4,690
Balance as of June 30, 2024		253,158	$	6,448		115,345		$	2,943			368,503		$	9,391

E Shares
Balance as of December 31, 2023		—	$	—		—		$	—			—		$	—
Proceeds from issuance of shares		—		—		—			—			—			—
Net increase (decrease)		—	$	—		—		$	—			—		$	—
Balance as of March 31, 2024		—	$	—		—		$	—			—		$	—
Proceeds from issuance of shares		2,915		75		6,587			170			9,502			245
Net increase (decrease)		2,915	$	75		6,587		$	170			9,502		$	245
Balance as of June 30, 2024		2,915	$	75		6,587		$	170			9,502		$	245

V shares:
Balance as of December 31, 2023		40	$	1		40		$	1			80		$	2
Proceeds from issuance of shares		—		—		—			—			—			—
Net increase (decrease)		—	$	—		—		$	—			—		$	—
Balance as of March 31, 2024		40	$	1		40		$	1			80		$	2
Proceeds from issuance of shares		—		—		—			—			—			—
Net increase (decrease)		—	$	—		—		$	—			—		$	—
Balance as of June 30, 2024		40	$	1		40		$	1			80		$	2

Total net increase (decrease)		3,233,993	$	82,500		6,367,058		$	162,817			9,601,051		$	245,317

Distribution Reinvestment Plan

The Company adopted a distribution reinvestment plan (the “DRIP”), in which cash distributions to Shareholders will automatically be reinvested in additional whole and fractional shares attributable to the type of Shares that a Shareholder owns unless and until an election is made on behalf of such participating Shareholder to withdraw from the DRIP and receive distributions in cash. The number of Shares to be received when distributions are reinvested will be determined by dividing the amount of the distribution, net of any applicable withholding taxes, by the Series’ NAV per share as of the end of the prior month. Shares will be distributed in proportion to the Series and types of Shares held by the Shareholder under the DRIP. There will be no sales load charges on Shares issued to a Shareholder under the DRIP.

As of June 30, 2024, the Company issue 113 Series I F-I Shares for an aggregate purchase price of $3, 10,301 Series II A-II Shares for an aggregate purchase price of $264, and 99 Series II F-I Shares for an aggregate purchase price of $3, in each case under the DRIP. As of December 31, 2023, the Company had not issued any shares under the DRIP.

Share Repurchases

The Company has a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that the Company repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchase under the Company’s share repurchase plan, or none at all, in the Company's discretion at any time. The Company expects that each Series will conduct quarterly Share Repurchases for up to 5.0% of the aggregate NAV of our outstanding Investor Shares and E Shares of each Series (measured across both Series) at a price based on the NAV per Share as of the last business day of the quarter prior to the commencement of the share repurchase plan.

As of June 30, 2024, the Company has repurchased 4,000 Series I A-II Shares for an aggregate purchase price of $102. The company had no unfulfilled repurchase requests as of June 30, 2024. As of December 31, 2023, the Company had not repurchased any shares under the share repurchase plan.

Distribution

The following table reflects the aggregate distributions per share declared for each applicable share type of the Company:


	Three Months Ended June 30, 2024
	Series I						Series II
	A-II Shares		F-I Shares		E Shares		A-II Shares		F-I Shares		E Shares
Distributions declared per share	$	0.16	$	0.16	$	0.16	$	0.16	$	0.16	$	0.16


	Six Months Ended June 30, 2024
	Series I						Series II
	A-II Shares		F-I Shares		E Shares		A-II Shares		F-I Shares		E Shares
Distributions declared per share	$	0.29	$	0.29	$	0.16	$	0.29	$	0.29	$	0.16

The distributions for each share type were payable to holders of record at the close of business day on March 31, 2024 and June 30, 2024 and were paid on April 29, 2024 and July 26, 2024, respectively. The distributions were paid in cash or reinvested in the shares of the Company for shareholders participating in the DRIP of the Company.

Commitments and Contingencies

Litigation

The Company was not subject to any litigation nor was the Company aware of any material litigation threatened against it.

Infrastructure Assets

As of June 30, 2024, Company had unfunded commitments of $27,310 related to Infrastructure Assets. Series I, Series II, and Total share of unfunded commitments as of June 30, 2024 is $6,958, $20,352, and $27,310, respectively.

As of December 31, 2023, the Company had unfunded commitments of $2,833 related to Infrastructure Assets. Series I, Series II, and Total share of unfunded commitments as of December 31, 2023 is $508, $2,325, and $2,833, respectively.

Indemnifications

Under the Company’s LLC Agreement and organizational documents, its members of the Board, the Operating Manager, Apollo, and their respective affiliates, directors, officers, representatives, agents and employees are indemnified against all liabilities unless these persons’ actions constitute actual fraud or willful misconduct. In the normal course of business, the Company enters into contracts that contain a variety of representations and that provide general indemnifications. The Company’s maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Company.

Income Taxes

Series I has elected to be treated as a corporation and is subject to current and deferred U.S. federal, state and/or local income taxes. Series II holds interests in Infrastructure Assets, through subsidiaries that are treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

For the three months ended June 30, 2024, the provision for (benefit from) income tax totaled $830, $2,234, and $3,064 for Series I, II and Total, respectively, resulting in an effective tax rate of 24%, 22%, and 23% for Series I, Series II, and Total, respectively. For the six months ended June 30, 2024, the provision for (benefit from) income taxes totaled $1,150, $2,949, and $4,099 for Series I, II and Total, respectively, resulting in an effective tax rate of approximately 23%, 19%, and 20% for Series I, II and Total, respectively. For Series I, the primary items giving rise to the difference between the 21% federal statutory rate applicable to corporations and the effective tax rate are state and local income taxes (net of federal benefit). For Series II, the primary items giving rise to the difference between the 0% federal statutory rate applicable to partnerships and the effective tax rate are U.S. federal, state, and/or local taxes on the Series II taxable subsidiaries.

In evaluating the realizability of deferred tax assets, the Company assesses whether it is more likely than not that some portion, or all, of the deferred tax assets, will be realized. The Company considers, among other things, the generation of future taxable income (including reversals of deferred tax assets) during the periods in which the related temporary differences will become deductible. As of June 30, 2024 and December 31, 2023, the Company has no gross deferred tax assets and therefore, no valuation allowance is necessary.

Financial Highlights

The following are the financial highlighted for the six months ended June 30, 2024:


	Series I			Series I			Series I			Series II			Series II			Series II			Total			Total			Total
	A-II Shares			F-I Shares			E Shares			A-II Shares			F-I Shares			E Shares			A-II Shares			F-I Shares			E Shares
Per Share Data:
Net asset value at beginning of period	$	25.25								$	25.28		$	—		$	—		$	25.27		$	—		$	—
Proceeds from issuance of shares		—			25.47			25.73			—		25.51				25.81			—			25.48			25.78
Distributions declared (1)		(0.26	)		(0.23	)		(0.16	)		(0.26	)		(0.23	)		(0.16	)		(0.26	)		(0.23	)		(0.16	)
Net investment income (2)		0.51			0.45			0.10			0.55		0.47				0.10			0.54			0.46			0.10
Net realized and unrealized gain/(loss) (3)		0.42			0.15			0.27			0.42		0.17				0.26			0.42			0.16			0.27
Net increase (decrease) in net assets resulting from operations	$	0.93		$	0.60		$	0.37		$	0.97		$	0.64		$	0.36		$	0.96		$	0.62		$	0.37
Net asset value at end of period	$	25.92		$	25.84		$	25.94		$	25.99		$	25.92		$	26.01		$	25.97		$	25.87		$	25.99
Shares outstanding at end of period		4,829,231			253,158			2,915			14,713,563			115,345			6,587			19,542,794			368,503			9,502
Weighted average shares outstanding		3,489,825			143,773			2,915			11,821,018			67,830			6,587			15,310,843			211,603			9,502

Ratio/Supplemental Data:
Net assets at end of period	$	125,154		$	6,542		$	76		$	382,380		$	2,989		$	171		$	507,534		$	9,531		$	247
Annualized ratio to average net assets (4)
Total expenses before expense support and after performance fees (5),(6)		2.56	%		2.81	%		1.95	%		2.59	%		2.85	%		1.95	%		2.59	%		2.82	%		1.95	%
Total expenses after expense support and after performance fees (5),(6)		1.20	%		1.49	%		0.80	%		1.20	%		1.50	%		0.80	%		1.20	%		1.50	%		0.80	%
Total expenses after expense support and before performance fees (5),(6)		0.92	%		0.95	%		0.80	%		0.94	%		0.97	%		0.80	%		0.93	%		0.96	%		0.80	%
Net investment income (5),(6)		5.09	%		4.87	%		6.05	%		5.13	%		4.85	%		6.00	%		5.12	%		4.86	%		6.01	%
Total return (7)		3.81	%		3.53	%		1.44	%		3.99	%		3.70	%		1.42	%		3.95	%		3.58	%		1.42	%

(1)

The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transaction (refer to Note 5).

(2)

The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)

The amount shown at this caption is the balancing amount derived from the other figures in the table. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in investments for the period because of the timing of sales of the Company’s shares in relation to fluctuating market value for the portfolio.

(4)

Actual results may not be indicative of future results. Additionally, an individual shareholder’s ratio may vary from the ratios presented for a share class as a whole.

(5)

The ratios were derived using the weighted average net assets during the applicable period.

(6)

For the applicable period, interest income and operating expenses are annualized except for non-recurring income, organizational expenses, and performance fees.

(7)

The Total return is calculated for each share class as the change in the net asset value for such share class during the period plus any distributions per share declared in the period, and assumes all distributions are reinvested in accordance with our distribution reinvestment plan. Amounts are not annualized and are not representative of total return as calculated for purposes of the Performance Fees as described in “Note 4. Related Party Considerations.” The Company, Series I and Series IIs’ performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by Shareholders in the purchase of the Company, Series I and Series II's shares.

Subsequent Events

Management has evaluated subsequent events and determined to disclose the following subsequent events and transactions.

July Financial Update

On July 1, 2024, the Company issued and sold the following unregistered shares of the Company to third party investors for cash:


Type	Number of Shares Sold		Aggregate Consideration
Series I
A-II Shares		697,349	$	18,073
F-I Shares		82,420		2,130
Series II
A-II Shares		1,780,924	$	46,283
F-I Shares		22,795		591

Distribution Reinvestment Plan

On July 26, 2024, pursuant to the DRIP, the Company issued approximately 82 Series I A-II Shares, approximately 629 Series I F-I Shares, approximately 18 Series I E Shares, approximately 13,044 Series II A-II Shares, approximately 224 Series II F-I Shares, and approximately 17 Series II E Shares for an aggregate consideration of $364.

Share Repurchases

On August 8, 2024, the Company repurchased approximately 20,845 Series I A-II Shares, approximately 5,643 Series I F-I Shares, and approximately 8,000 Series II A-II Shares of the Company for an aggregate purchase price of $894.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. All dollar amounts in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are in thousands, unless otherwise noted.

Overview

The Company was formed on April 3, 2023 as a Delaware limited liability company and we conduct our operations in a manner such that we are not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are a holding company whose mission is to be a leading owner and operator of and capital provider to Infrastructure Assets across global private markets. In doing so, our objective is to generate excess returns per unit of risk for our Shareholders consisting of both current income and long-term capital appreciation. We plan to establish operations and provide capital to Infrastructure Assets across power and renewables, transportation, communications, and social infrastructure sectors (collectively, the “Target Sectors”). We seek to have a global footprint, focusing primarily on opportunities in North America, countries in Western Europe and member states of the Organization for Economic Co-operation and Development (“OECD”).

The term “Infrastructure Assets” refers, individually and collectively, to the infrastructure businesses or other assets that are or will be owned by the Company and its direct or indirect subsidiaries, including, as the context requires, (i) majority-controlled infrastructure businesses or other assets, holding companies, special purpose vehicles, as well as loans to such entities tied to specific infrastructure projects, and (ii) to a lesser extent, equity acquisitions, corporate carve outs, any investments made by us in any other infrastructure-related entities or assets not controlled by the Company and any other entities through which infrastructure assets or businesses are or will be held.

The Company commenced principal operations on November 1, 2023.

On April 10, 2023, the Company established two registered series of limited liability company interests, Apollo Infrastructure Company LLC–Series I (“Series I”) and Apollo Infrastructure Company LLC–Series II (“Series II” and, together with Series I, the “Series”), pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “LLC Act”), and although the U.S. Internal Revenue Service (“IRS”) has only issued proposed regulations relating to series entities, each Series is intended to be treated as a separate entity, and have a different tax classification, for U.S. federal income tax purposes. Under Delaware law, to the extent the records maintained for a Series account for the assets associated with such Series separately from the other assets of the Company or any other Series, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such Series are segregated and enforceable only against the assets of such Series and not against the assets of the Company generally or any other Series. Series I and Series II are expected to invest, directly or indirectly, in the same portfolio of Infrastructure Assets on a pro rata basis. Series I has elected to be treated as a corporation for U.S. federal income tax purposes and Series II is intended to be treated as a partnership for U.S. federal income tax purposes. The state tax treatment of a series limited liability company depends on the laws of each state, and it is possible that a particular state may treat Series I and Series II as a single entity for state tax purposes or may treat Series I or Series II as separate entities but classified differently than the IRS does for U.S. federal income tax purposes. The Series conduct the business of the Company jointly and although they have the ability and intention to contract in their own names, they expect to do so jointly and in coordination with one another. Neither Series has directors, officers or employees, but each is overseen by the Board and managed by the Operating Manager.

We are sponsored by Apollo Asset Management, Inc. (together with its subsidiaries, “Apollo”) and benefit from Apollo’s asset sourcing, operations, and portfolio management capabilities pursuant to an operating agreement (the “Operating Agreement”) with Apollo Manager, LLC (the “Operating Manager”). The Operating Manager manages the Company on a day-to-day basis, together with our executive officers, and provides certain management, administrative and advisory services related to identifying, acquiring, owning, controlling and providing capital to Infrastructure Assets and to a lesser extent performs the same role with respect to the other investments described below. The Company, through the Operating Manager’s guidance, leverages Apollo’s extensive infrastructure investing strategy to identify potential Infrastructure Assets within its key business strategies, perform due diligence and acquire infrastructure assets.

Infrastructure Assets do and are expected to continue to make up a substantial portion of our assets. Additionally, we expect that the remainder of our assets will consist of cash and cash equivalents, U.S. Treasury securities, U.S. government agency securities, municipal securities, other sovereign debt, investment grade credit, and other investments including high yield credit, asset backed securities, mortgage backed securities, collateralized loan obligations, leveraged loans and/or debt of companies or assets (collectively, the “Liquidity Portfolio”), in each case to facilitate capital deployment and provide a potential source of liquidity. These types of liquid assets may exceed AIC’s target investment allocations, if any, at any given time due to distributions from, or dispositions of, Infrastructure Assets or for other reasons as our Operating Manager determines.

Recent Developments

Infrastructure Assets Activity

For the three and six months ended June 30, 2024, the Company acquired interests in new Infrastructure Assets as follows:

A subsidiary of the Company has acquired an equity position in a joint venture issued by a developer of residential solar assets.

A subsidiary of the Company has acquired an equity position issued by a fixed base operator platform serving business and general aviation.

A subsidiary of the Company has acquired a debt obligation issued by a built-to-suit cellular tower operator in the United States.

A subsidiary of the Company has acquired a debt obligation issued by a large liquified natural gas export facility under construction on the Louisiana Gulf Coast.

A subsidiary of the Company has acquired a debt obligation issued in connection with an investment by a leading-edge semiconductor wafer manufacturing facility in Ireland.

The Company has also acquired first lien senior secured notes in the midstream oil and gas, transportation, and renewable energy industries.

July Financial Update

As of July 1, 2024, the Company issued and sold the following unregistered shares of the Company to third party investors for cash ($ in thousands):


Type	Number of Shares Sold		Aggregate Consideration
Series I
A-II Shares		697,349	$	18,073
F-I Shares		82,420		2,130
Series II
A-II Shares	1,780,924		$	46,283
F-I Shares	22,795			591

Results of Operations

We conduct a continuous private offering of our Shares on a monthly basis to (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of Shares sold outside the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act) in reliance on exemptions from the registration requirements of the Securities Act (the “Private Offering”).

We are dependent upon the proceeds from our continuous Private Offering in order to conduct our business. We intend to continue to acquire Infrastructure Assets with the capital received from our continuous Private Offering and any indebtedness that we may incur in connection with such activities.

Discussions of the results of operations for the three and six months ended June 30, 2024 are as follows:

Overview of Results of Operations

Revenues

We generate revenues primarily from our long-term control and management of control-oriented Infrastructure Assets, Infrastructure Asset financings and to a lesser extent strategic investments in Infrastructure Assets, which may consist of dividend income, interest income, net realized gains or losses and net change in unrealized appreciation or depreciation of Infrastructure Assets.

Expenses

The below description of expenses applies with respect to each Series and is the same for each Series unless otherwise indicated, pursuant to the Operating Agreement.

Management Fee

Pursuant to the Operating Agreement, the Operating Manager is entitled to receive a management fee (the “Management Fee”). The Management Fee is payable monthly in arrears in an amount equal to (i) 1.25% per annum of the month-end NAV attributable to S Shares and I Shares, (ii) 1.00% per annum of the month-end NAV attributable to F-S Shares and F-I Shares, (iii) 0.75% per annum of the month-end NAV attributable to the A-I Shares until December 31, 2026 and 1.00% per annum of the month-end NAV attributable to the A-I Shares thereafter and (iv) 0.50% per annum of the month-end NAV attributable to the A-II Shares; provided, that this Management Fee will be reduced by any applicable Special Fees (as defined below); provided, however, that this Management Fee will not be reduced for any other fees. In calculating the Management Fee, we will use our NAV before giving effect to accruals for the Management Fee, Performance Fee (as defined below), combined annual distribution fee and shareholder servicing fee or distributions payable on our Shares. We do not pay the Operating Manager a Management Fee on Apollo Shares and as a result, it is an expense specific only to Shares held by investors at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares.

Selling Commissions and Ongoing Distribution and Servicing Fees

Apollo Global Securities, LLC (the “Dealer Manager” or “AGS”) is entitled to receive selling commissions of up to 3.0%, and dealer manager fees of up to 0.5%, of the transaction price of each S Share and F-S Share. Any participating broker-dealers are compensated from such amounts by reallowance from the Dealer Manager; provided that the sum of such reallowed amounts and the selling commissions do not exceed 3.5% of the transaction price. The Dealer Manager will receive a combined annual distribution fee and shareholder servicing fee of 0.85% per annum of the aggregate NAV of the Company’s outstanding S Shares and F-S Shares. There will not be a combined annual distribution fee and shareholder servicing fee, upfront selling commission or dealer manager fee with respect to the A-I Shares, A-II Shares, I Shares or F-I Shares. The Dealer Manager anticipates that all or a portion of selling commissions and dealer manager fees will be reallowed to participating broker-dealers.

Apollo Shares will not incur any upfront selling costs or ongoing servicing costs.

Special Fees

Any net consulting (including management consulting) or monitoring fees (including any early termination fee or acceleration of any such management consulting fee on a one-time basis that is approved by the Board), break-up fees (including, if applicable, the portion thereof described in “Part I, Item 1A. Risk Factors—Risks Related to our Company and an Investment in our Shares—Our business may be affected by offering Co-Investments or opportunities to provide debt financing to any person” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023), directors’ fees, closing fees and merger and acquisition transaction advisory services fees related to the negotiation of the acquisition of an Infrastructure Asset (other than debt investments or investments with respect to which Apollo does not exercise direct control with respect to the decision to engage the services giving rise to the relevant fees, costs and expenses) and similar fees, whether in cash or in kind, including options, warrants and other non-cash consideration paid to the Operating Manager or any of its affiliates or any employees of the foregoing in connection with actual or contemplated acquisitions or investments (and allocable to the Company) (collectively, the “Special Fees”) that are allocable to those Shareholders who bear Management Fees, will be applied to reduce the Management Fees paid by such Management Fee-bearing Shareholders. As such, the portion of such Special Fees attributable to Apollo’s investment or to the investments of Shareholders that do not pay Management Fees will be retained by Apollo. In practice, the only fees that are generally expected to be paid and treated as Special Fees are mergers and acquisition transaction fees payable in connection with an acquisition and management consulting fees payable thereafter.

Performance Fee

So long as the Operating Agreement has not been terminated, the Operating Manager is entitled to receive a performance fee equal to (i) 12.5% of the total return with respect to S Shares or I Shares, (ii) 9.0% of the total return with respect to F-S Shares or F-I Shares, (iii) 7.5% of the total return from inception through December 31, 2026 and 9.0% thereafter with respect to A-I Shares and (iv) 5.0% of the total return with respect to A-II Shares, in each case subject to a 5.0% hurdle amount and a high water mark with respect to such type of Shares, with a catch-up. Such fee will be paid annually and accrue monthly. The performance fee is not paid on Apollo Shares, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares.

Organizational and Offering Expenses

The Company incurred organizational and offering expenses in connection with the formation and organization of the Company and the Series, and the offering of shares to investors, including legal, accounting, printing, mailing and filing fees and expenses, taxes, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design, website and electronic database expenses, fees and expenses of our escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and reimbursements for customary travel, lodging and meals and other similar fees, costs and expenses but excluding upfront selling commissions, dealer manager fees and the combined annual distribution fees and shareholder servicing fees (collectively, the “Organizational and Offering Expenses”).

Organizational and Offering Expenses are paid by the Operating Manager, subject to potential recoupment as described in “Part I, Item 1. Financial Statements—Notes to Financial Statements (Unaudited) —Note 4. Related Party Considerations.”

Operating Expenses

Each Series will pay or otherwise bear its proportionate portion of the payments, fees, costs, expenses and other liabilities (for the avoidance of doubt, including any applicable value added tax) or obligations resulting from, related to, associated with, arising from or incurred in connection with the Company’s operations (collectively, the “Operating Expenses”).

The Operating Manager and its affiliates will be entitled to reimbursement from each Series, in its proportionate share, for any Operating Expenses or Organizational and Offering Expenses paid or incurred by them on behalf of, or in relation to, such Series.

If any Operating Expenses are incurred for the account or for the benefit of each Series and one or more other Apollo Clients, the Operating Manager will allocate such Operating Expenses among such Series and each such other Apollo Client in proportion to the size of the investment made by each in the activity or entity to which such Operating Expenses relate, to the extent applicable, or in such other manner as the Operating Manager in good faith determines is fair and reasonable.

Company Expense Support and Conditional Reimbursement of the Operating Manager

On June 15, 2023, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Operating Manager pursuant to which the Operating Manager may elect to pay certain of the Company’s expenses, including certain Organizational and Offering Expenses, on our behalf (each, an “Expense Support”).

Following any calendar month in which the Specified Expenses are below 0.60% of the Company’s net assets on an annualized basis, the Company shall reimburse the Operating Manager, fully or partially, for the Expense Supports, but only if and to the extent that Specified Expenses plus any Reimbursement Payments (defined below) do not exceed 0.60% of the Company’s net assets at the end of each calendar month on an annualized basis, until such time as all Expense Supports made by the Operating Manager to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company in the prior sentence shall be referred to herein as a “Reimbursement Payment.”

“Specified Expenses” means all expenses incurred in the business of the Company with the exception of (i) the Management Fee, (ii) the Performance Fee, (iii) the combined annual distribution fees and shareholder servicing fees, (iv) the dealer manager fees (including selling commissions), (v) Infrastructure Asset related expenses, (vi) interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company, (vii) taxes, (viii) certain insurance costs, (ix) Organizational and Offering Expenses, (x) certain non-routine items (as determined in the sole discretion of the Operating Manager) and (xi) extraordinary expenses (as determined in the sole discretion of the Operating Manager).

Three Months Ended June 30, 2024

Revenues

Series I recorded $3,826 of revenues for the three months ended June 30, 2024 consisting of $2,550 of interest income and $1,276 of net change in unrealized appreciation. Series II recorded $11,283 of revenues for the three months ended June 30, 2024 consisting of $7,570 of interest income and $3,714 of net change in unrealized appreciation. Such revenues were generated from our Liquidity Portfolio and our Infrastructure Assets.

Expenses

Management Fee

For the three months ended June 30, 2024, the Operating Manager earned gross Management Fees of $153, $442, and $595 from Series I, Series II and Total, respectively, with a Special Fees offset of $153, $442, and $595, from Series I, Series II and Total, respectively, resulting in no net management fees from Series I, Series II and Total, respectively.

Selling Commissions and Ongoing Distribution and Servicing Fees

For the three months ended June 30, 2024, neither Series paid the Dealer Manager for any annual distribution fees, shareholder servicing fees, upfront selling commission or dealer manager fees.

Special Fees

For the three months ended June 30, 2024, $189 of Special Fees allocable to the Company were received by an affiliate of the Operating Manager, which will be used to offset Management Fees for Series I, Series II and Total, respectively. For the three months ended June 30, 2024, $153, $442, and $595 of the total Special Fees allocable to the Company were used to offset Management Fees for Series I, Series II and Total, respectively. As of June 30, 2024, Series I, Series II, and Total share of remaining Special Fees allocable for future management fee offset is $167, $496, and $663 for Series I, Series II and Total, respectively.

Performance Fee

For the three months ended June 30, 2024, the Operating Manager earned Performance Fees of $186, $532, and $718 from Series I, Series II and Total, respectively.

Organizational and Offering Expenses

Series I, Series II, and Total did not incur organizational expenses for the three months ended June 30, 2024.

Series I, Series II, and Total incurred deferred offering expenses of $34, $101, and $135, respectively, for the three months ended June 30, 2024. Series I, Series II, and Total amortized offering expenses of $33, $97, and $130, respectively, for the three months ended June 30, 2024. The remaining amounts are deferred and reflected in the Consolidated Statements of Assets and Liabilities in the financial statements of the Company.

Operating Expenses

Series I, Series II, and Total incurred Operating Expenses of $520, $1,554, and $2,074, respectively, for the three months ended June 30, 2024. These expenses relate to general and administration expenses and director fees.

Company Expense Support and Conditional Reimbursement of the Operating Manager

For the three months ended June 30, 2024, the Operating Manager elected to provide an Expense Support of $320, $955, and $1,275 for expenses incurred by Series I, Series II, and Total, respectively.

Income Taxes

For the three months ended June 30, 2024, Series I, Series II and Total had an income tax provision of $830, $2,234, and $3,064, respectively, comprising of U.S. federal and state taxes, which are based upon income, dividends, and gains earned.

Six Months Ended June 30, 2024

Revenues

Series I recorded $5,633 of revenues for the six months ended June 30, 2024 consisting of $3,687 of interest income and $1,946 of net change in unrealized appreciation. Series II recorded $17,734 of revenues for the six months ended June 30, 2024 consisting of $11,680 of interest income and $6,053 of net change in unrealized appreciation. Such revenues were generated from our Liquidity Portfolio and our Infrastructure Assets.

Expenses

Management Fee

For the six months ended June 30, 2024, the Operating Manager earned gross Management Fees of $244, $772, and $1,016 from Series I, Series II and Total, respectively, with a Special Fees offset of $190, $562, and $752, from Series I, Series II and Total, respectively, resulting in net management fees of $54, $210, and $264 from Series I, Series II and Total, respectively.

Selling Commissions and Ongoing Distribution and Servicing Fees

For the six months ended June 30, 2024, neither Series paid the Dealer Manager for any annual distribution fees, shareholder servicing fees, upfront selling commission or dealer manager fees.

Special Fees

For the six months ended June 30, 2024, $1,415 of Special Fees allocable to the Company were received by an affiliate of the Operating Manager, which will be used to offset Management Fees for Series I, Series II and Total, respectively. For the six months ended June 30, 2024, $190, $562, and $752 of the total Special Fees allocable to the Company were used to offset Management Fees for Series I, Series II and Total, respectively. As of June 30, 2024, Series I, Series II, and Total share of remaining Special Fees allocable for future management fee offset is $167, $496, and $663 for Series I, Series II and Total, respectively.

Performance Fee

For the six months ended June 30, 2024, the Operating Manager earned Performance Fees of $269, $819, and $1,088 from Series I, Series II and Total, respectively.

Organizational and Offering Expenses

Series I, Series II, and Total did not incur organizational expenses for the six months ended June 30, 2024.

Series I, Series II, and Total incurred deferred offering expenses of $34, $101, and $135, respectively, for the six months ended June 30, 2024. Series I, Series II, and Total amortized offering expenses of $58, $192, and $250, respectively, for the six months ended June 30, 2024. The remaining amounts are deferred and reflected in the Consolidated Statements of Assets and Liabilities in the financial statements of the Company.

Operating Expenses

Series I, Series II, and Total incurred Operating Expenses of $946, $3,133, and $4,079, respectively, for the six months ended June 30, 2024. These expenses relate to general and administration expenses and director fees.

Company Expense Support and Conditional Reimbursement of the Operating Manager

For the six months ended June 30, 2024, the Operating Manager elected to provide an Expense Support of $632, $2,110, and $2,742 for expenses incurred by Series I, Series II, and Total, respectively.

Income Taxes

For the six months ended June 30, 2024, Series I, Series II and Total had an income tax provision of $1,150, $2,949, and $4,099, respectively, comprising of U.S. federal and state taxes, which are based upon income, dividends, and gains earned.

Net Asset Value

We calculate NAV per Share in accordance with valuation policies and procedures that have been approved by our Board. Our NAV per Share of each type of Share is the price at which we sell and repurchase our Shares. The following tables include the net asset value of outstanding Shares as of June 30, 2024. The following table provides a breakdown of the major components of our total Net Asset Value as of June 30, 2024 ($ in thousands, except shares):


Components of Net Asset Value	June 30, 2024
Investments at fair value (1)	$	424,604
Cash and cash equivalents		96,836
Other assets(2)		10,486
Distribution payable		(3,229)
Other liabilities(2)		(10,295)
Accrued Performance Fee		(1,088)
Net Asset Value	$	517,314
Number of outstanding shares		19,920,879

(1)

With respect to June 30, 2024, at a cost of $415,898.

(2)

Reflects a reclassification of $59 from other assets to other liabilities.

The following table provides a breakdown of our total Net Asset Value and our NAV per Share by type as of June 30, 2024 ($ in thousands, except shares and per share data):


Net Asset Value per share	Series I A-II Shares		Series I F-I Shares		Series I V Shares		Series I E Shares		Series II A-II Shares		Series II F-I Shares		Series II V Shares		Series II E Shares		Total
Monthly Net Asset Value	$	125,154	$	6,542	$	1	$	76	$	382,381	$	2,989	$	1	$	171	$	517,314
Number of outstanding shares		4,829,231		253,158		40		2,915		14,713,563		115,345		40		6,587		19,920,879
NAV per Share as of June 30, 2024	$	25.92	$	25.84	$	25.00	$	25.94	$	25.99	$	25.92	$	25.00	$	26.01

Valuation Methodologies and Significant Inputs

The following table provides quantitative measures used to determine the fair values of our Level III investments as of June 30, 2024 ($ in thousands):


Asset Type	Level III Fair Value		Valuation Technique	Unobservable Input	Input
Series I
Investments in Partnership Investment Vehicle	$	24,763	Discounted Cash Flow	Discount Rate Terminal Multiple	15.00 % - 15.10% 8.5x - 14.3x
Investments in Loans		41,431	Discounted Cash Flow	Discount Rate	8.02% - 17.40%
			Transaction Price(1)	N/A	N/A
Investment in Warrants		388	Transaction Price	N/A	N/A
Total	$	66,582
Series II
Investments in Partnership Investment Vehicle	$	85,766	Discounted Cash Flow	Discount Rate Terminal Multiple	15.00 % - 15.10% 8.5x - 14.3x
Investments in Loans		152,161	Discounted Cash Flow	Discount Rate	8.02% - 17.40%
			Transaction Price(1)	N/A	N/A
Investment in Warrants		1,136	Transaction Price	N/A	N/A
Total	$	239,063
Total
Investments in Partnership Investment Vehicle	$	110,529	Discounted Cash Flow	Discount Rate Terminal Multiple	15.00 % - 15.10% 8.5x - 14.3x
Investments in Loans		193,592	Discounted Cash Flow	Discount Rate	8.02% - 17.40%
			Transaction Price(1)	N/A	N/A
Investment in Warrants		1,524	Transaction Price	N/A	N/A
Total	$	305,645

(1) The Investments in Loans valued at Transaction Price include certain loans held by the Company that, pursuant to their contractual terms, produce PIK income. PIK income computed at the contractual rate is accrued into income and reflected as a receivable up to the capitalization date. As of June 30, 2024, none of Series I, Series II, or Total earned or capitalized any PIK income on investments in loans valued using Transaction Price.

The Operating Manager is ultimately responsible for our NAV calculations.

Hedging Activities

The Company and/or its operating subsidiaries may employ hedging strategies (whether by means of derivatives or otherwise and whether in support of financing techniques or otherwise) that are designed to reduce the risks to the Company and/or such operating subsidiaries of fluctuations in interest rates, securities, commodities and other asset prices and currency exchange rates, as well as other identifiable risks. While the transactions implementing such hedging strategies are intended to reduce certain risks, such transactions themselves entail certain other risks, such as the risk that counterparties to such transactions default on their obligations and the risk that the prices and/or cash flows being hedged behave differently than expected. Thus, while the Company and/or its operating subsidiaries may benefit from the use of these hedging strategies, unanticipated changes in interest rates, securities, commodities and other asset prices or currency exchange rates or other events related to hedging activities may result in a poorer overall performance for the Company and/or its operating subsidiaries than if it or its operating subsidiaries had not implemented such hedging strategies.

With respect to any potential financings, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase and the value of our debt acquisitions to decline. We may seek to stabilize our financing costs as well as any potential decline in our assets by entering into derivatives, swaps or other financial products in an attempt to hedge our interest rate risk. In the event we pursue any projects or acquisitions outside of the U.S., we may have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. We may in the future enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations.

Distributions

On June 28, 2024, the Company declared distributions on the following outstanding shares of the Company in the amounts per share set forth below:


Type	Distribution
Series I
A-II Shares	$	0.1621
F-I Shares	$	0.1621
E Shares	$	0.1621
Series II
A-II Shares	$	0.1621
F-I Shares	$	0.1621
E Shares	$	0.1621

Liquidity and Capital Resources

As of June 30, 2024, the Company had $96,836 in cash and cash equivalents, primarily the result from sales of our Shares.

We expect to generate cash primarily from (i) the net proceeds of our continuous Private Offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. We believe that cash provided by such means will be sufficient to satisfy our anticipated cash requirements for the next twelve months and foreseeable future.

Our primary use of cash is for (i) acquisition of Infrastructure Assets, financing of infrastructure developments and strategic investment in infrastructure-related investments, (ii) the cost of operations (including the Management Fee and Performance Fee), (iii) debt service of any borrowings, (iv) periodic repurchases, including under the Repurchase Plan (as described herein), and (v) cash distributions (if any) to the holders of our Shares to the extent declared by the Board.

Share Repurchases

For the three and six months ended June 30, 2024, the Company repurchased approximately 4,000 Series II A-II Shares of the Company’s equity securities. We expect that each Series will conduct quarterly Share repurchases (each, a “Share Repurchase”) for up to 5.0% of the aggregate NAV of our outstanding Investor Shares and E Shares of each Series (measured across both Series) at a price based on the NAV per Share as of the last business day of the quarter prior to the commencement of a Share Repurchase (the “Repurchase Plan”). The Company made Share Repurchases beginning in the second quarter of 2024. Due to tax considerations and other factors, the NAV between each Series will differ, and because of differential fees and other factors, NAV between Share type will differ, but all NAV calculations are expected to be based on the joint underlying economic interests of both Series in the Infrastructure Assets.

The Board may make exceptions to, modify or suspend our Repurchase Plan if, in its reasonable judgment, it deems such action to be in our best interest and the best interest of our Shareholders. Material modifications, including any amendment to the 5.0% quarterly limitations on repurchases, to and suspensions of the Repurchase Plan will be promptly disclosed to Shareholders in a supplement to our private placement memorandum or special or periodic report filed by us on the SEC’s website at www.sec.gov. Material modifications will also be disclosed on our website.

Cash Flows

The following table summarizes the changes to our cash flows for the six months ended June 30, 2024 ($ in thousands):


Cash flows from:	For the Six Months Ended June 30, 2024
Operating activities	$	(268,362)
Financing activities		243,927
Net (decrease) in cash and cash equivalents	$	(24,435)

Cash used in operating activities

Our cash flow used in operating activities was $(268,362) for the six months ended June 30, 2024, which mostly relates to the acquisition of Infrastructure Assets. Our net increase in net assets resulting from operations was $16,328 for the six months ended June 30, 2024, which reflects income interest and an increase in the value of our Infrastructure Assets and Liquidity Portfolio, partially offset by expenses and income taxes incurred.

Cash provided by financing activities

Our cash flow provided by financing activities was $243,927 for the six months ended June 30, 2024, which reflects the gross proceeds from the sale of Shares pursuant to our Private Offering.

Critical Accounting Estimates

Below is a discussion of the accounting policies that management considers critical. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in accordance with GAAP requires management to use judgments in the application of such policies. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Valuation Guidelines

The Company’s Infrastructure Assets are valued at fair value in a manner consistent with GAAP, including Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”), issued by the Financial Accounting Standards Board. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When making fair value determinations for Infrastructure Assets that do not have readily available market prices, we will consider industry-accepted valuation methodologies, primarily consisting of an income approach and market approach. The income approach derives fair value based on the present value of cash flows that a business, or security is expected to generate in the future. The market approach relies upon valuations for comparable public companies, transactions or assets, and includes making judgments about which companies, transactions or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. It is common to use only the income approach for Infrastructure Assets. We also consider a range of additional factors that we deem relevant, including a potential sale of the Infrastructure Assets, macro and local market conditions, industry information and the relevant Infrastructure Asset’s historical and projected financial data.

Infrastructure Assets are generally valued at the relevant transaction price initially; however, to the extent the Operating Manager does not believe an Infrastructure Asset’s transaction price reflects the current market value, the Operating Manager will adjust such valuation. When making fair value determinations for Infrastructure Assets, the Operating Manager will update the prior month-end valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the financial performance of the Infrastructure Assets since the prior valuation date, as well as any cash flow activity related to the Infrastructure Assets during the month. The Operating Manager will value Infrastructure Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

At least annually, the Board, including our independent directors, will review the appropriateness of our valuation guidelines. From time to time, the Board, including our independent directors, may adopt changes to the valuation guidelines on occasions in which it has determined or in the future determines that such changes are likely to result in a more accurate reflection of estimated fair value.

Recent Accounting Pronouncements

See “Note 2. Summary of Significant Accounting Policies” to our financial statements in this Quarterly Report on Form 10-Q for a discussion concerning recent accounting pronouncements.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

See “Note 6. Commitments and Contingencies” to our financial statements in this Quarterly Report on Form 10-Q for our contractual obligations and commitments with payments due subsequent to June 30, 2024.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risks primarily relates to movements in the fair value of Infrastructure Assets. The fair value of Infrastructure Assets may fluctuate in response to changes in the values of Infrastructure Assets and interest rates. The quantitative information provided in this section was prepared using estimates and assumptions that management believes are appropriate. The actual impact of a hypothetical adverse movement in these risks could be materially different from the amounts shown below. All dollar amounts in this “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” are in thousands, unless otherwise noted.

Changes in Fair Value

All of our Infrastructure Assets as of June 30, 2024 are reported at fair value. Net changes in the fair value of Infrastructure Assets impact the net increase or decrease in net assets resulting from operations in our Consolidated Statements of Operations. Based on Infrastructure Assets held as of June 30, 2024, we estimate that an immediate 10% increase or decrease in the fair value of Infrastructure Assets generally would result in a commensurate change in the amount of net increase or decrease in net assets resulting from operations, regardless of whether the Infrastructure Asset was valued using observable market prices or management estimates with significant unobservable pricing inputs.

Based on the fair value of Infrastructure Assets as of June 30, 2024, we estimate that an immediate, hypothetical 10% increase or decline in the fair value of Infrastructure Assets would result in an increase or decline, respectively, in net assets resulting from operations of $42,460, if not offset by other factors.

Interest Rate Risk

Changes in credit markets and in particular, interest rates, can impact investment valuations and may have offsetting results depending on the valuation methodology used. For example, we typically use a discounted cash flow analysis as one of the methodologies to ascertain the fair value of our Infrastructure Assets that do not have readily observable market prices. If applicable interest rates rise, then the assumed cost of capital for those Infrastructure Assets would be expected to increase under the discounted cash flow analysis, and this effect would negatively impact their valuations if not offset by other factors. Conversely, a fall in interest rates can positively impact valuations of certain Infrastructure Assets if not offset by other factors. These impacts could be substantial depending upon the magnitude of the change in interest rates. In certain cases, the valuations obtained from the discounted cash flow analysis and the other primary methodology we use, the market multiples approach, may yield different and offsetting results. For example, the positive impact of falling interest rates on discounted cash flow valuations may offset the negative impact of the market multiples valuation approach and may result in less of a decline in value than for those Infrastructure Assets that had a readily observable market price. Finally, low interest rates related to monetary stimulus and economic stagnation may also negatively impact expected returns on all investments, as the demand for relatively higher return assets increases and supply decreases.

Additionally, with respect to our business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our debt acquisitions to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our debt acquisitions to increase. As of June 30, 2024, we had no indebtedness.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In these agreements, we depend on these counterparties to make payment or otherwise perform. We generally endeavor to reduce our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In addition, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Hedging Activities” in our Annual Report on Form 10-K for a discussion of the Company’s hedging transactions.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company and the Series maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Certifications

The Certifications of the Principal Executive Officer and Principal Financial Officer of the Company required by Section 302 and Section 906 of the Sarbanes-Oxley Act, which are filed or furnished as Exhibits 31.1, 31.2, 32.1, and 32.2 to this Quarterly Report on Form 10-Q, are applicable to each Series individually and to the Company as a whole.

Part II. Other Information

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2024, we were not involved in any material legal proceedings.

Item 1A. Risk Factors

For information regarding the risk factors that could affect the Company’s business, operating results, financial condition and liquidity, see the information under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes to the risk factors previously disclosed in such filing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2024, the Company repurchased Shares in the following amounts:


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1, 2024 to April 30, 2024		—	$	—		—		—
May 1, 2024 to May 31, 2024		4,000	$	25.60		4,000		—
June 1, 2024 to June 30, 2024		—	$	—		—		—
Total		4,000	$	25.60		4,000		—

(1)

The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under our share repurchase plan, or none at all, in our discretion at any time. In addition, the aggregate NAV of total repurchases of Investor Shares and E Shares of each Series (measured across both Series) under our share repurchase plan will be limited to no more than 5% of our aggregate NAV of our outstanding Investor Shares and E Shares of each Series (measured across both Series) at a price based on the NAV per Share as of the last business day of the quarter prior to the commencement of the share repurchase plan.

(2)

The Shares listed above were repurchased on May 9, 2024. See “Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Share Repurchases” in this Quarterly Report on Form 10-Q for a discussion of the Company’s share repurchases for applicable share classes during the quarter ended June 30, 2024.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number		Description

3.1		Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10 filed with the SEC on June 15, 2023)

3.2		Third Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on November 7, 2023)

3.3		Series Agreement of Apollo Infrastructure Company LLC – Series I (incorporated by reference to Exhibit 3.4 to the Registrant’s Form 10 filed with the SEC on June 15, 2023)

3.4		Series Agreement of Apollo Infrastructure Company LLC – Series II (incorporated by reference to Exhibit 3.5 to the Registrant’s Form 10 filed with the SEC on June 15, 2023)

4.1		Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10/A filed with the SEC on December 19, 2023)

4.2		Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10/A filed with the SEC on December 19, 2023)

4.3		Share Repurchase Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 10/A filed with the SEC on December 19, 2023)

31.1		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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, thereunto duly authorized.


	APOLLO INFRASTRUCTURE COMPANY LLC

	/s/ Yvette Novo
Date: August 14, 2024	Chief Financial Officer

	(Principal Financial Officer)

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Apollo Infrastructure 10-Q2024 Q2 Quarterly report

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