UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.)* 



Acropolis Infrastructure Acquisition Corp.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

005029103

(CUSIP Number)

 

 

December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

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

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*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).

 

 

 


 

CUSIP No.  005029103
 SCHEDULE 13G
Page 2 of  13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,525,694
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,525,694
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,525,694
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.32%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC
 
 


 

CUSIP No.  005029103
 SCHEDULE 13G
Page 3 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,525,694
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,525,694
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,525,694
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.32%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC
 


 
 


 

CUSIP No.  005029103
 SCHEDULE 13G
Page 4 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GI Holdco II LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,525,694
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,525,694
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,525,694
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.32%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 


 

CUSIP No.  005029103
 SCHEDULE 13G
Page 5 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GI Holdco LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,525,694
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,525,694
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,525,694
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.32%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 


 

CUSIP No.  005029103
 SCHEDULE 13G
Page 6 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Partners Investment Management Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,525,694
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,525,694
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,525,694
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.32%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 


 

CUSIP No.  005029103
 SCHEDULE 13G
Page 7 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Partners Investment Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,454,349
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,454,349
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,454,349
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.11%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA

 

 


 

CUSIP No.  005029103
 SCHEDULE 13G
Page 8 of  13 Pages

 

Item 1. (a) Name of Issuer:

Acropolis Infrastructure Acquisition Corp.

(b) Address of Issuer’s Principal Executive Offices:

9 West 57th Street, 43rd Floor, New York, NY 10019

Item 2. (a) Name of Person Filing:

This statement is jointly filed by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC, and Guggenheim Partners Investment Management, LLC (“GPIM”). This statement relates to the shares of Class A Common Stock, par value $0.0001 per share of the Issuer (the “Shares”), underlying units of the Issuer (the “Units”) each consisting of one Share and one-third of one redeemable warrant (the “Warrants”), beneficially owned directly by GPIM, a Delaware limited liability company, and other subsidiaries of Guggenheim Capital, LLC (the “Subsidiaries”). Guggenheim Capital, LLC is the majority owner of Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC and GPIM. GPIM is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. As a result of its role as investment adviser, GPIM may be deemed to be the beneficial owner of certain of the Shares of the Issuer reported herein for purposes of §13(d) and 13(g) of the Securities Exchange Act of 1934.

(b) Address of Principal Business Office, or, if none, Residence:

Guggenheim Capital, LLC: 227 West Monroe Street, Chicago, IL 60606

Guggenheim Partners, LLC: 227 West Monroe Street, Chicago, IL 60606

GI Holdco II LLC: 330 Madison Avenue, New York, NY 10017

GI Holdco LLC: 330 Madison Avenue, New York, NY 10017

Guggenheim Partners Investment Management Holdings, LLC: 330 Madison Avenue, New York, NY 10017

Guggenheim Partners Investment Management, LLC: 100 Wilshire Boulevard, 5th Floor, Santa Monica, CA 90401 

(c) Citizenship:

Guggenheim Capital, LLC is a Delaware limited liability company.

Guggenheim Partners, LLC is a Delaware limited liability company.

GI Holdco II LLC is a Delaware limited liability company.

GI Holdco LLC is a Delaware limited liability company.

Guggenheim Partners Investment Management Holdings, LLC is a Delaware limited liability company.

Guggenheim Partners Investment Management, LLC is a Delaware limited liability company.

  (d) Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share

  (e) CUSIP Number:

005029103

 



 

 

CUSIP No.  005029103
 SCHEDULE 13G
Page 9 of 13 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
  (g) x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 



 

 

CUSIP No.  005029103
 SCHEDULE 13G
Page 10 of 13 Pages

 

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount beneficially owned:

As of December 31, 2021, Guggenheim Capital, LLC may be deemed the beneficial owner of 2,525,694 Shares, which amount includes 2,454,349 Shares directly beneficially owned by GPIM, and indirectly by Guggenheim Partners Investment Management Holdings, LLC, GI Holdco LLC, GI Holdco II, LLC and Guggenheim Partners, LLC and 71,345 Shares held by Subsidiaries. GPIM shares investment discretion over 161,794 Shares with Subsidiaries. This amount excludes the Warrants to purchase Shares, because the Reporting Persons do not have the right to acquire the Shares underlying the Warrants within 60 days.

(b) Percent of class:

Each of Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, and Guggenheim Partners Investment Management Holdings, LLC may be deemed to beneficially own 7.32% of the outstanding Shares and GPIM may be deemed to beneficially own approximately 7.11% of the outstanding Shares. GPIM and Subsidiaries share investment discretion over 0.47% of the outstanding Shares.

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

Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, and Guggenheim Partners Investment Management Holdings, LLC

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,525,694

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,525,694

GPIM

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,454,349

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,454,349

 

 


 

 

CUSIP No.  005029103
 SCHEDULE 13G
Page 11 of  13 Pages

 

Item 5. Ownership of Five Percent or Less of a Class

 

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 5 percent of the class of securities, check the following o.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

See disclosure in Item 2 hereof.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

See disclosure in Item 2 hereof.

Item 8. Identification and Classification of Members of the Group

 

Not Applicable.

Item 9. Notice of Dissolution of Group

 

Not Applicable.

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 



 
 
CUSIP No.  005029103
 SCHEDULE 13G
Page 12 of 13 Pages

 

 

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.

 

Dated: February 14, 2022

  

  Guggenheim Capital, LLC
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

 

  Guggenheim Partners, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title: Authorized Signatory

 

  GI Holdco II LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

 

  GI Holdco LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

 

  Guggenheim Partners Investment Management Holdings, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

 

  Guggenheim Partners Investment Management, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

 

 

 



 
 
CUSIP No.  005029103
 SCHEDULE 13G
Page 13 of 13 Pages

 

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Acropolis Infrastructure Acquisition Corp. dated as of December 31, 2021 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: February 14, 2022

  

  Guggenheim Capital, LLC
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

 

  Guggenheim Partners, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title: Authorized Signatory

 

  GI Holdco II LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

 

  GI Holdco LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

 

  Guggenheim Partners Investment Management Holdings, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory

  

  Guggenheim Partners Investment Management, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Authorized Signatory
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