Acropolis Infrastructure Acquisition (ACRO) SC 13GAcropolis Infrastructure Acquisition / Apollo Principal Holdings III GP ownership change

SCHEDULE 13G

(Amendment No.   )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Acropolis Infrastructure Acquisition Corp.

9 West 57th Street, 43rd Floor

New York, NY 10019

This statement is filed by (i) Acropolis Infrastructure Acquisition Sponsor, L.P. (“Acropolis Sponsor”); (ii) AP Caps II Holdings GP, LLC (“Holdings GP”); (iii) Apollo Principal Holdings III, L.P. (“Principal III”); and (iv) Apollo Principal Holdings III GP, Ltd. (“Principal III GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

Acropolis Sponsor holds Class B Common Stock, par value $0.0001 per share, of the Issuer convertible into Class A Common Stock.

Holdings GP is the general partner of Acropolis Sponsor. Principal III is the sole member of Holdings GP. Principal III GP is the general partner of Principal III.

The address of the principal business office of each of Acropolis Sponsor, Holdings GP, Principal Holdings III and Principal Holdings III GP is c/o Walkers Corporate Limited; Cayman Corporate Centre; 27 Hospital Road; George Town; Grand Cayman KY1-9008.

Acropolis Sponsor and Principal III are each exempted limited partnerships registered in the Cayman Islands. Holdings GP is an exempted company registered in the Cayman Islands with limited liability. Principal III GP is an exempted company registered in the Cayman Islands.

Class A Common Stock, par value $0.0001 per share (the “Common Stock”)

005029103

Not applicable.

Beneficial ownership information is reported as of the date of filing of this Schedule 13G.

Holdings GP, Principal III, and Principal III GP, and Messrs. Scott Kleinman, Marc Rowan and James Zelter, the directors of Principal III GP, each disclaim beneficial ownership of all shares of Common Stock included in this filing, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(b)           Percent of class:

The percentages are based on 34,500,000 shares of Common Stock outstanding as of November 12, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 15, 2021.

(c)           Number of shares as to which the person has:

(i)            Sole power to vote or to direct the vote:

0 for all Reporting Persons

(ii)           Shared power to vote or to direct the vote:

(iii)          Sole power to dispose or to direct the disposition of:

0 for all Reporting Persons

(iv)          Shared power to dispose or to direct the disposition of:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

[The remainder of this page is intentionally left blank.]

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022