8-A12B 1 tm217785d16_8a12b.htm 8-A12B

 

As filed with the Securities and Exchange Commission on July 7, 2021

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.

(Exact Name of Registrant as specified in its charter)

 

 

 

Delaware

(State or other Jurisdiction

of Incorporation)

86-2120451

(I.R.S. Employer

Identification No.)

   

9 West 57th Street, 43rd Floor

New York, NY 10019

(Address of principal executive office)

10019

(Zip Code)

 

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

 

Title of each class to be so registered

Name of each exchange on which

each class is to be registered

Units, each consisting of one share of Class A Common Stock and one-third of one Warrant

 

Shares of Class A Common Stock, par value $0.0001 per share

 

Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

New York Stock Exchange

 

 

New York Stock Exchange

 

New York Stock Exchange

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement file number to which this form relates (if applicable): 333-254409

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

 

 

 

Item 1.Description of Registrant’s Securities to be Registered

 

The securities to be registered hereby are units, shares of Class A common stock, par value $0.0001 per share, and warrants to purchase shares of Class A common stock, of Acropolis Infrastructure Acquisition Corp. (the “Registrant”). The description of the units, shares of Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-254409), originally filed with the Securities and Exchange Commission on March 17, 2021, as thereafter amended and supplemented from time to time (the “Registration Statement”) to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2.Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference.

 

Exhibit
Number		   Description
3.1   Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on June 7, 2021).
3.2   Amendment No. 1 to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on June 7, 2021).
3.3   Amendment No. 2 to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on July 1, 2021).
3.4   Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on June 7, 2021).
3.5   Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.5 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on June 7, 2021).
3.6   Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.6 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on June 7, 2021).
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on July 1, 2021).
4.2   Specimen Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on June 7, 2021).
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on July 1, 2021).
4.4   Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on July 1, 2021).
4.5   Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.5 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on July 1, 2021).
10.3   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on July 1, 2021).
10.4   Form of Registration Rights Agreement among the Registrant, Acropolis Infrastructure Acquisition Sponsor, L.P. and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254409), filed with the Securities and Exchange Commission on July 1, 2021).

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.  

 

  By: /s/ James Crossen
  Name: James Crossen
  Title: Chief Financial Officer, Chief Accounting Officer and Secretary

 

Date: July 7, 2021