KKR Asia Pacific Infrastructure Investors II SCSp Form D Filed 2022-04-28

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:		3235-0076
Expires:	June 30, 2012
Estimated average burden
hours per response:		4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

☒

None

Entity Type

0001923685

☐Corporation

☐ Limited Partnership

☐ Limited Liability Company

☐ General Partnership

☐ Business Trust

☒Other

a Luxembourg special limited partnership

Name of Issuer

KKR Asia Pacific Infrastructure Investors II SCSp

Jurisdiction of Incorporation/Organization

LUXEMBOURG

Year of Incorporation/Organization

☐

Over Five Years Ago

☒

Within Last Five Years (Specify Year)

2022

☐

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

KKR Asia Pacific Infrastructure Investors II SCSp

Street Address 1

Street Address 2

KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS, SUITE 7500

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

NEW YORK

10001

212-750-8300

3. Related Persons

Last Name

First Name

Middle Name

KKR Associates AP Infrastructure II SCSp

Street Address 1

Street Address 2

c/o KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 Hudson Yards, Suite 7500

City

State/Province/Country

ZIP/Postal Code

New York

NEW YORK

10001

Relationship:

☐

Executive Officer

☐

Director

☒

Promoter

Clarification of Response (if Necessary)

General Partner of the Issuer

Last Name

First Name

Middle Name

KKR AP Infrastructure II S.a r.l.

Street Address 1

Street Address 2

c/o KOHLBERG KRAVIS ROBERTS& CO. L.P.

30 Hudson Yards, Suite 7500

City

State/Province/Country

ZIP/Postal Code

New York

NEW YORK

10001

Relationship:

☐

Executive Officer

☐

Director

☒

Promoter

Clarification of Response (if Necessary)

General Partner of the General Partner of the Issuer

Last Name

First Name

Middle Name

Codispoti

Steven

Street Address 1

Street Address 2

c/o KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 Hudson Yards, Suite 7500

City

State/Province/Country

ZIP/Postal Code

New York

NEW YORK

10001

Relationship:

☒

Executive Officer

☐

Director

☐

Promoter

Clarification of Response (if Necessary)

Manager of the General Partner of the General Partner of the Issuer

Last Name

First Name

Middle Name

Carss

Jason

Street Address 1

Street Address 2

c/o KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 Hudson Yards, Suite 7500

City

State/Province/Country

ZIP/Postal Code

New York

NEW YORK

10001

Relationship:

☒

Executive Officer

☐

Director

☐

Promoter

Clarification of Response (if Necessary)

Manager of the General Partner of the General Partner of the Issuer

Last Name

First Name

Middle Name

Lambert

Stefan

Street Address 1

Street Address 2

2 rue Edward Steichen

City

State/Province/Country

ZIP/Postal Code

Luxembourg

LUXEMBOURG

L-2540

Relationship:

☒

Executive Officer

☐

Director

☐

Promoter

Clarification of Response (if Necessary)

Manager of the General Partner of the General Partner of the Issuer

Last Name

First Name

Middle Name

Weber

Thomas

Street Address 1

Street Address 2

2 rue Edward Steichen

City

State/Province/Country

ZIP/Postal Code

Luxembourg

LUXEMBOURG

L-2540

Relationship:

☒

Executive Officer

☐

Director

☐

Promoter

Clarification of Response (if Necessary)

Manager of the General Partner of the General Partner of the Issuer

4. Industry Group

☐

Agriculture

Banking & Financial Services

☐

Commercial Banking

☐

Insurance

☐

Investing

☐

Investment Banking

☒

Pooled Investment Fund

☐	Hedge Fund
☒	Private Equity Fund
☐	Venture Capital Fund
☐	Other Investment Fund

*Is the issuer registered as an investment company under the Investment Company Act of 1940?
☐ Yes ☒No

☐

Other Banking & Financial Services

☐

Business Services

Energy

☐

Coal Mining

☐

Electric Utilities

☐

Energy Conservation

☐

Environmental Services

☐

Oil & Gas

☐

Other Energy

	Health Care
	☐	Biotechnology
	☐	Health Insurance
	☐	Hospitals & Physicians
	☐	Pharmaceuticals
	☐	Other Health Care
☐	Manufacturing
	Real Estate
	☐	Commercial
	☐	Construction
	☐	REITS & Finance
	☐	Residential
	☐	Other Real Estate

☐	Retailing
☐	Restaurants
	Technology
	☐	Computers
	☐	Telecommunications
	☐	Other Technology
	Travel
	☐	Airlines & Airports
	☐	Lodging & Conventions
	☐	Tourism & Travel Services
	☐	Other Travel
☐	Other

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
☐	No Revenues	☐	No Aggregate Net Asset Value
	$1 - $1,000,000	☐	$1 - $5,000,000
☐	$1,000,001 - $5,000,000	☐	$5,000,001 - $25,000,000
☐	$5,000,001 - $25,000,000	☐	$25,000,001 - $50,000,000
☐	$25,000,001 - $100,000,000	☐	$50,000,001 - $100,000,000
☐	Over $100,000,000	☐	Over $100,000,000
☒	Decline to Disclose	☐	Decline to Disclose
☐	Not Applicable	☐	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

☐

Rule 504(b)(1) (not (i), (ii) or (iii))

☐Rule 505

☐

Rule 504 (b)(1)(i)

☐Rule 506

☐

Rule 504 (b)(1)(ii)

☐Securities Act Section 4(6)

☐

Rule 504 (b)(1)(iii)

☒Investment Company Act Section 3(c)

☐Section 3(c)(1)	☐Section 3(c)(9)
☐Section 3(c)(2)	☐Section 3(c)(10)
☐Section 3(c)(3)	☐Section 3(c)(11)
☐Section 3(c)(4)	☐Section 3(c)(12)
☐Section 3(c)(5)	☐Section 3(c)(13)
☐Section 3(c)(6)	☐Section 3(c)(14)
☒Section 3(c)(7)

7. Type of Filing

☒

New Notice

Date of First Sale

☒

First Sale Yet to Occur

☐

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

☒

Yes

☐

9. Type(s) of Securities Offered (select all that apply)

☒

Pooled Investment Fund Interests

☐

Equity

☐

Tenant-in-Common Securities

☐

Debt

☐

Mineral Property Securities

☐

Option, Warrant or Other Right to Acquire Another Security

☐

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

☒

Other (describe)

Limited Partnership Interests

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

☐

Yes

☒

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

USD

12. Sales Compensation

Recipient

Recipient CRD Number

☒

None

Not Applicable

None

(Associated) Broker or Dealer

☐

None

(Associated) Broker or Dealer CRD Number

☒

None

Channel Capital Pty Ltd

None

Street Address 1

Street Address 2

GPO BOX 206

City

State/Province/Country

ZIP/Postal Code

BRISBANE

AUSTRALIA

QLD 4001

State(s) of Solicitation

☐

All States

☒	Foreign/Non-US

Recipient

Recipient CRD Number

☒

None

Not Applicable

None

(Associated) Broker or Dealer

☐

None

(Associated) Broker or Dealer CRD Number

☒

None

Eugene Investment & Securities Co., Ltd

None

Street Address 1

Street Address 2

EUGENE BLDG, 7TH FLOOR

24 GUKJEGEUMYUNG-RO, YEONGDEUNGPO-GU

City

State/Province/Country

ZIP/Postal Code

SEOUL

KOREA, REPUBLIC OF

07327

State(s) of Solicitation

☐

All States

☒	Foreign/Non-US

Recipient

Recipient CRD Number

☒

None

Not Applicable

None

(Associated) Broker or Dealer

☐

None

(Associated) Broker or Dealer CRD Number

☒

None

NH Investment & Securities Co Ltd

None

Street Address 1

Street Address 2

60 YEOUI-DAERO YEONGDEUNGPO-GU

City

State/Province/Country

ZIP/Postal Code

SEOUL

KOREA, REPUBLIC OF

07325

State(s) of Solicitation

☐

All States

☒	Foreign/Non-US

13. Offering and Sales Amounts

Total Offering Amount

USD or

☒

Indefinite

Total Amount Sold

USD

Total Remaining to be Sold

USD or

☒

Indefinite

Clarification of Response (if Necessary)

14. Investors

☐

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

7,400,000

USD

☒

Estimate

Finders' Fees

USD

☒

Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

☒

Estimate

Clarification of Response (if Necessary)

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
KKR Asia Pacific Infrastructure Investors II SCSp	/s/ Jason Carss	Jason Carss	Manager of general partner of general partner of Issuer	2022-04-28

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.