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 quarter ended March 31, 2023

☐ 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: 001-40584

ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-2120451

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9 West 57^th Street, 42^nd Floor New York, NY	10019
(Address of principal executive offices)	(Zip Code)

(212) 515-3200

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:



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

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 Exchange Act). Yes ☒ No ☐

As of May 12, 2023, there were 34,500,000 shares of Class A common stock, par value $0.0001 per share, and 8,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.


PART I - FINANCIAL INFORMATION		1
	Item 1. Financial Statements.	1
	Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1
	Condensed Statements of Operations (Unaudited) for the three months ended March 31, 2023 and 2022	2
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) for the three months ended March 31, 2023 and 2022	3
	Condensed Statements of Cash Flows (Unaudited) for the three months ended March 31, 2023 and 2022	4
	Notes to Condensed Financial Statements	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
	Item 3. Quantitative and Qualitative Disclosures About Market Risk.	21
	Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures.	21

PART II - OTHER INFORMATION		22
	Item 1. Legal Proceedings.	22
	Item 1A. Risk Factors.	22
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	22
	Item 3. Defaults Upon Senior Securities.	23
	Item 4. Mine Safety Disclosures.	23
	Item 5. Other Information.	23
	Item 6. Exhibits.	24

PART III - SIGNATURES		25


	March 31,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	123,231	$	106,393
Prepaid expenses		221,214		424,370
Total current assets		344,445		530,763

Investments held in Trust Account		352,763,257		348,005,679
Total assets	$	353,107,702	$	348,536,442

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,979,336	$	785,125
Accrued offering costs		67,640		67,640
Notes payable		3,300,000		3,300,000
Total current liabilities		5,346,976		4,152,765

Deferred underwriting compensation		12,075,000		12,075,000
Total liabilities		17,421,976		16,227,765

Commitments and contingencies (Note 7)

Temporary equity:
Class A common stock subject to possible redemption (34,500,000 shares at $10.20 and $10.08 per share redemption value as of March 31, 2023 and December 31, 2022, respectively)		351,734,345		347,919,667

Stockholders’ deficit:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value, 800,000,000 shares authorized, none issued and outstanding (net of 34,500,000 shares of Class A common stock subject to possible redemption) as of March 31, 2023 and December 31, 2022		—		—
Class B common stock, $0.0001 par value, 199,000,000 shares authorized, 8,625,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022		863		863
Additional paid-in capital		—		—
Accumulated deficit		(16,049,482)		(15,611,853)
Total stockholders’ deficit		(16,048,619)		(15,610,990)
Total liabilities, temporary equity and stockholders’ deficit	$	353,107,702	$	348,536,442


	For the Three Months Ended
	March 31,
	2023		2022
REVENUE	$	—	$	—

EXPENSES
Administration fee - related party		50,000		50,001
General and administrative		433,406		1,236,506
TOTAL EXPENSES		483,406		1,286,507

OTHER INCOME (EXPENSES)
Investment income from Trust Account		4,864,292		156,923
Interest expense		(4,223)		—
TOTAL OTHER INCOME (EXPENSES) - NET		4,860,069		156,923

Net income (loss) before income tax provision		4,376,663		(1,129,584)
Income tax provision		(999,614)		—
Net income (loss)	$	3,377,049	$	(1,129,584)

Weighted average number of shares of Class A common stock outstanding, basic and diluted		34,500,000		34,500,000
Basic and diluted net income (loss) per share of Class A common stock	$	0.08	$	(0.03)

Weighted average number of shares of Class B common stock outstanding, basic and diluted		8,625,000		8,625,000
Basic and diluted net income (loss) per share of Class B common stock	$	0.08	$	(0.03)


	Class B Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Paid-in Capital		Deficit		Equity (Deficit)
Balance as of January 1, 2023	8,625,000	$	863	$	—	$	(15,611,853)	$	(15,610,990)
Accretion for Class A common stock to redemption amount	—		—		—		(3,814,678)		(3,814,678)
Net income	—		—		—		3,377,049		3,377,049
Balance as of March 31, 2023	8,625,000	$	863	$	—	$	(16,049,482)	$	(16,048,619)


Class A common stock subject to possible redemption – December 31, 2021		345,000,000
Accretion of carrying value to redemption value		2,919,667
Class A common stock subject to possible redemption – December 31, 2022	$	347,919,667
Accretion of carrying value to redemption value		3,814,678
Class A common stock subject to possible redemption – March 31, 2023	$	351,734,345


	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	2,701,639	$	675,410	$	(903,667)	$	(225,917)
Denominator:
Basic and diluted weighted average shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.08	$	0.08	$	(0.03)	$	(0.03)


		As of		As of
Description	Level	March 31, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account	1	$	352,763,257	$	348,005,679


No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation of Acropolis Infrastructure Acquisition Corp.(1)
3.2		Amended and Restated Bylaws of Acropolis Infrastructure Acquisition Corp.(1)
4.1		Specimen Unit Certificate.(2)
4.2		Specimen Class A Common Stock Certificate.(2)
4.3		Specimen Warrant Certificate.(2)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act 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 Principal 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*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.

Date: May 12, 2023	By:	/s/ Sanjay Patel
		Name:	Sanjay Patel
		Title:	Chief Executive Officer
			(Principal Executive Officer)

Date: May 12, 2023	By:	/s/ James Crossen
		Name:	James Crossen
		Title:	Chief Financial Officer and Secretary
			(Principal Accounting Officer and Financial Officer)


	For the Three Months Ended
	March 31,
	2023		2022
Cash Flows From Operating Activities:
Net income (loss)	$	3,377,049	$	(1,129,584)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on investments held in Trust Account		(4,864,292)		(156,923)
Changes in operating assets and liabilities:
Prepaid expenses		203,156		204,206
Accounts payable and accrued expenses		1,194,211		55,190
Net Cash Used In Operating Activities		(89,876)		(1,027,111)

Cash Flows From Investing Activities:
Cash withdrawn from Trust Account to pay taxes		106,714		—
Net Cash Provided By Investing Activities		106,714		—

Cash Flows From Financing Activities:
Proceeds (repayment) of advances from Sponsor		—		1,000,000
Net Cash Provided By Financing Activities		—		1,000,000

Net change in cash		16,838		(27,111)
Cash at beginning of period		106,393		430,391
Cash at end of period	$	123,231	$	403,280

SEC Form 10-Q filed by Acropolis Infrastructure Acquisition Corp.