Apollo Infrastructure Co LLC 8-K

What Happened

• Apollo Infrastructure Company LLC filed an 8-K on December 29, 2025 reporting that, as of December 1, 2025 (with final counts determined Dec 29), it issued and sold unregistered shares to third‑party investors for cash and that the operating manager set Net Asset Value (NAV) per share as of November 30, 2025. The share sales were exempt from registration under Section 4(a)(2) and relied on Regulation D and/or Regulation S (accredited and non‑U.S. investors).
• Total shares sold across Series I and Series II classes were 2,238,292 shares for aggregate consideration of $62,269,450. The filing lists per-class breakdowns (see Key Details below). The NAVs used for pricing future sales were published for multiple share types.

Key Details

• Aggregate proceeds from the December share sales: $62,269,450 (Series I: $23,496,750; Series II: $38,772,700).
• Total shares issued/sold: 2,238,292 (Series I: 855,208; Series II: 1,383,084).
• NAVs per share as of Nov 30, 2025 (set Dec 29, 2025):
  • Series I — A-II $27.67, F‑I $27.30, E $28.00, I $27.36, S $27.35.
  • Series II — A-II $28.04, F‑I $27.67, E $28.38, I $27.76, S $27.74.
• The filing notes no F‑S or A‑I shares were outstanding for either Series I or Series II as of Nov 30, 2025.

Why It Matters

• The company raised roughly $62.3 million in cash through private (unregistered) share sales, which increases capital available to the business but also adds to outstanding share counts that may affect per‑share metrics.
• The NAVs set the price at which the company sells its shares going forward and provide investors a current per‑share valuation as of Nov 30, 2025.
• Because the shares were sold under private‑placement exemptions (Reg D/Reg S), purchasers are likely accredited or non‑U.S. investors and resale of these shares may be restricted.