Item 1.01. Entry into a Material Definitive Agreement.
On June
9 and June 12, 2023, Acropolis Infrastructure Acquisition Sponsor, L.P. (the “Sponsor”), the sponsor of Acropolis Infrastructure
Acquisition Corp. (the “Company”), and the Company, entered into agreements (the “Non-Redemption Agreements”)
with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,300,000 shares of Class A common
stock (the “Non-Redeemed Shares”) at the special meeting called by the Company (the “Special Meeting”)
to approve, amongst other things, an extension of time for the Company to consummate an initial business combination (the “Extension
Amendment Proposal”) from July 13, 2023 (or October 13, 2023, if the Company has executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination by July 13, 2023) to July 13, 2024 (the “Extension”). In
exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of
325,000 shares of Class B common stock of the Company held by the Sponsor immediately following consummation of an initial business combination
if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Non-Redemption Agreements are not expected to increase
the likelihood that the Extension Amendment Proposal is approved by shareholders but will increase the amount of funds that remain in
the Company’s trust account following the Special Meeting.
The foregoing
summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current
Report includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended.
We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of
activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such
as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such
statements include, but are not limited to, the Extension Amendment Proposal, possible business combinations and related matters, as well
as all other statements other than statements of historical fact included in the Company’s proxy statement filed with the Securities
and Exchange Commission (“SEC”) on June 5, 2023 (the “Definitive Proxy Statement”).
The forward-looking
statements contained in this Current Report are based on our current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may
cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors”
of our Annual Report on Form 10-K/A filed with the SEC on April 5, 2023, in this Current Report, the Definitive Proxy Statement and in
other reports the Company files with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
All such
forward-looking statements speak only as of the date of this Current Report. The Company expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent
written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety
by this “Cautionary Note Regarding Forward-Looking Statements” section.
No Offer or Solicitation
This Current
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information and
Where to Find It
The Company
urges investors, shareholders and other interested persons to read the Definitive Proxy Statement as well as other documents filed by
the Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal.
Shareholders may obtain copies of the Definitive Proxy Statement, without charge, at the SEC’s website at www.sec.gov or
by directing a request to the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford,
Connecticut 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email: ACRO.info@investor.morrowsodali.com.