SEC Comment Letter 0000000000-23-005494 to Acropolis Infrastructure Acquisition Corp. (CIK 0001847891)
Acropolis Infrastructure Acquisition Corp. (CIK 0001847891)
Date: May 23, 2023 · CIK: 0001847891 · Accession: 0000000000-23-005494
AI Filing Summary & Sentiment
File numbers found in text: 001-40584
Letter
United States securities and exchange commission logo May 23, 2023 James Crossen Chief Financial Officer Acropolis Infrastructure Acquisition Corp. 9 West 57th Street, 43rd Floor New York, NY 10019 Re:Acropolis Infrastructure Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed May 22, 2023 File No. 001-40584 Dear James Crossen: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameJames Crossen Comapany NameAcropolis Infrastructure Acquisition Corp. May 23, 2023 Page 2 FirstName LastName James Crossen Acropolis Infrastructure Acquisition Corp. May 23, 2023 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Victor Rivera Melendez at 202-551-4182 or Jeffrey Gabor at 202-551- 2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Brian M. Janson
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United States securities and exchange commission logo
May 23, 2023
James Crossen
Chief Financial Officer
Acropolis Infrastructure Acquisition Corp.
9 West 57th Street, 43rd Floor
New York, NY 10019
Re:Acropolis Infrastructure Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 22, 2023
File No. 001-40584
Dear James Crossen:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameJames Crossen
Comapany NameAcropolis Infrastructure Acquisition Corp.
May 23, 2023 Page 2
FirstName LastName
James Crossen
Acropolis Infrastructure Acquisition Corp.
May 23, 2023
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Victor Rivera Melendez at 202-551-4182 or Jeffrey Gabor at 202-551-
2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Brian M. Janson