false000197138100019713812024-09-252024-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2024

Apollo Infrastructure Company LLC

(Exact name of registrant as specified in its charter)

Delaware

000-56561

92-3084689

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9 West 57th Street, 42nd Floor, New York, NY

10019

(Address of principal executive offices)

(Zip Code)

(212) 515-3200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 3.02. Unregistered Sales of Equity Securities

As of September 3, 2024, Apollo Infrastructure Company LLC (the “Company”) issued and sold the following unregistered shares of the Company (with the final number of shares being determined on September 25, 2024) to third party investors for cash:

Type

Number of
Shares Sold

 

Aggregate
Consideration

Series I

 

 

 

 

 

A-II Shares

 

532,970

 

$

13,937,000

F-I Shares

 

216,739

 

 

5,648,000

E Shares

 

248

 

 

6,500

Series II

 

 

 

A-II Shares

 

1,098,814

 

$

28,841,000

F-I Shares

 

220,324

 

 

5,762,893

E Shares

 

571

 

 

15,000

The offer and sale of the shares above were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

Item 8.01. Other Events

Net Asset Value

On September 25, 2024, the operating manager of the Company determined the net asset value (“Net Asset Value”) per share, being the price at which sales of the Company’s shares are made, of the following types of the Company’s shares as of August 31, 2024:

Type

 

Net Asset
Value per
Share

Series I

 

 

 

A-II Shares

 

$

26.15

F-I Shares

 

$

26.06

E Shares

 

$

26.19

Series II

 

 

A-II Shares

 

$

26.25

F-I Shares

 

$

26.16

E Shares

 

$

26.29

As of August 31, 2024, no S Shares, I Shares, F-S Shares or A-I Shares were outstanding for either Series I or Series II.

The Net Asset Value of the Company’s outstanding shares is also available on its website at https://www.apollo.com/infraco, but the contents of the website are not incorporated by reference in or otherwise a part of this Current Report on Form 8-K.

For additional information, please see additional details included in Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

99.1

Net Asset Value as of August 31, 2024

104

Cover Page Interactive Data File, formatted in Inline XBRL


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

APOLLO INFRASTRUCTURE COMPANY LLC

By:

/s/ Yvette Novo

Name:

Yvette Novo

Title:

Chief Financial Officer

Date: September 25, 2024