UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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).
Emerging growth company
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 March 3, 2025, 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 March 25, 2025) to third party investors for cash:
Type |
Number of Shares Sold |
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Aggregate Consideration |
Series I |
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A-II Shares |
983,712 |
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$ |
26,416,500 |
F-I Shares |
7,956 |
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212,000 |
I Shares |
207,580 |
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5,562,500 |
Series II |
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A-II Shares |
895,447 |
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$ |
24,194,000 |
F-I Shares |
11,192 |
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300,000 |
I Shares |
6,487 |
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175,000 |
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 March 25, 2025, 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 February 28, 2025:
Type |
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Net Asset Value per Share |
Series I |
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A-II Shares |
$ |
26.85 |
F-I Shares |
$ |
26.64 |
E Shares |
$ |
27.02 |
I Shares |
$ |
26.80 |
S Shares |
$ |
26.80 |
Series II |
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A-II Shares |
$ |
27.02 |
F-I Shares |
$ |
26.80 |
E Shares |
$ |
27.19 |
I Shares |
$ |
26.98 |
S Shares |
$ |
26.98 |
As of February 28, 2025, no 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 |
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Description |
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99.1 |
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104 |
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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.
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Apollo Infrastructure Company LLC |
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Date: |
March 25, 2025 |
By: |
/s/ Yvette Novo |
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Name: Yvette Novo |