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
 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,
FirstName LastNameJames Crossen
                                                        Division of Corporation 
Finance
Comapany NameAcropolis Infrastructure Acquisition Corp.
                                                        Office of Real Estate & 
Construction
May 23, 2023 Page 2
cc:       Brian M. Janson
FirstName LastName