SC 13G 1 tm2123136d1_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G*

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. __)*

 

Acropolis Infrastructure Acquisition Corp.
(Name of Issuer)
 
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
 
005029202**
(CUSIP Number)
 
July 13, 2021
(Date of Event Which Requires Filing of the Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

** See item 2(e).

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 005029202 13G Page 2 of 13 Pages  

 

1

NAME OF REPORTING PERSONS

 

Citadel Advisors LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     o

(b)     o

 

3. SEC USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

2,518,148 shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.4%1

12.

TYPE OF REPORTING PERSON

 

IA; OO; HC

 

 

1The percentages reported in this Schedule 13G are based upon 30,000,000 shares of Class A common stock outstanding as of July 13, 2021 (according to the issuer’s Form 8-K as filed with the Securities and Exchange Commission on July 14, 2021). Except as described in the preceding sentence, all share numbers for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on July 23, 2021.

 

 

 

 

CUSIP No. 005029202 13G Page 3 of 13 Pages  

 

1.

NAME OF REPORTING PERSONS

 

Citadel Advisors Holdings LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     o

(b)     o

 

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

2,518,148 shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.4%

12.

TYPE OF REPORTING PERSON

 

PN; HC

 

 

 

 

 

CUSIP NO. 005029202   13G Page Page 4 of 13 Pages  

 

1.

NAME OF REPORTING PERSONS

 

Citadel GP LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨

(b)     ¨

 

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

2,518,148 shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

See Row 6 above

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.4%

12.

TYPE OF REPORTING PERSON

 

OO; HC

  

 

 

 

CUSIP NO. 005029202   13G Page Page 5 of 13 Pages  

 

1.

NAME OF REPORTING PERSONS

 

Citadel Securities LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨

(b)     ¨

 

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

22,224 shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

See Row 6 above

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12.

TYPE OF REPORTING PERSON

 

BD; OO

 

 

 

 

CUSIP NO. 005029202   13G Page Page 6 of 13 Pages  

 

1.

NAME OF REPORTING PERSONS

 

CALC IV LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨

(b)     ¨

 

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

22,224 shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

See Row 6 above

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12.

TYPE OF REPORTING PERSON

 

PN; HC

 

 

 

 

 

 

 

 

 

CUSIP No. 005029202 13G Page 7 of 13 Pages  

 

1.

NAME OF REPORTING PERSONS

 

Citadel Securities GP LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     o

(b)     o

 

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

22,224 shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12.

TYPE OF REPORTING PERSON

 

OO; HC

 

 

 

 

CUSIP No. 005029202 13G Page 8 of 13 Pages  

 

1.

NAME OF REPORTING PERSONS

 

Kenneth Griffin

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     o

(b)     o

 

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

2,540,372 shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.5%

12.

TYPE OF REPORTING PERSON

 

IN; HC

 

 

 

 

CUSIP No. 005029202 13G Page 9 of 13 Pages  

 

Item 1(a). Name of Issuer:
  Acropolis Infrastructure Acquisition Corp.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
  9 West 57th Street, 43rd Floor, New York, NY 10019
   
Item 2(a). Name of Person Filing:
 

This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to shares of Class A common stock of the above-named issuer owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities.

 

Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b). Address of Principal Business Office or, if none, Residence:
  The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
   
Item 2(c). Citizenship:
  Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware.  Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware.  Mr. Griffin is a U.S. citizen.
   
Item 2(d). Title of Class of Securities:
  Class A common stock, par value $0.0001 per share
   
Item 2(e). CUSIP Number:
  As of the date of this Schedule 13G, a CUSIP number for the issuer’s Class A common stock is not available.  Initially, each of the Class A common stock and warrants to purchase Class A common stock will trade as a unit. The CUSIP number for the issuer’s units is 005029202.

 

 

 

 

CUSIP No. 005029202 13G Page 10 of 13 Pages  

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
   
  (a) o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
  (j) o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
  (k) o Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

Item 4.

Ownership:

 

A.            Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC

 

(a)            Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 2,518,148 shares of Class A common stock.

 

(b)           The number of shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes approximately 8.4% of the Class A common stock outstanding.

 

(c)            Number of shares as to which such person has:

 

(i)         sole power to vote or to direct the vote: 0

 

(ii)        shared power to vote or to direct the vote: 2,518,148

 

(iii)       sole power to dispose or to direct the disposition of: 0

 

(iv)       shared power to dispose or to direct the disposition of: 2,518,148

 

 

 

 

CUSIP No. 005029202 13G Page 11 of 13 Pages

 

B.Citadel Securities LLC

 

(a)Citadel Securities LLC may be deemed to beneficially own 22,224 shares of Class A common stock.

 

(b)The number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes approximately 0.1% of the Class A common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 22,224

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 22,224

 

C.CALC IV LP and Citadel Securities GP LLC

 

(a)Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 22,224 shares of Class A common stock.

 

(b)The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes approximately 0.1% of the Class A common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 22,224

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 22,224

 

 

 

 

 

 

CUSIP No. 005029202 13G Page 12 of 13 Pages

 

D.Kenneth Griffin

 

(a)Mr. Griffin may be deemed to beneficially own 2,540,372 shares of Class A common stock.

 

(b)The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 8.5% of the Class A common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 2,540,372

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 2,540,372

 

Item 5. Ownership of Five Percent or Less of a Class:
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. o
   
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
  Not Applicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
  See Item 2 above
   
Item 8. Identification and Classification of Members of the Group:
  Not Applicable
   
Item 9. Notice of Dissolution of Group:
  Not Applicable
   
Item 10. Certifications:
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No. 005029202 13G Page 13 of 13 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 23rd day of July, 2021.

 

CITADEL SECURITIES LLC   CITADEL ADVISORS LLC
     
By: /s/ Guy Miller   By: /s/ Gregory Johnson
  Guy Miller, Authorized Signatory     Gregory Johnson, Authorized Signatory
     
CALC IV LP   CITADEL ADVISORS HOLDINGS LP
     
By: /s/ Guy Miller   By: /s/ Gregory Johnson
  Guy Miller, Authorized Signatory     Gregory Johnson, Authorized Signatory
     
CITADEL SECURITIES GP LLC   CITADEL GP LLC 
     
By: /s/ Guy Miller   By: /s/ Gregory Johnson
  Guy Miller, Authorized Signatory     Gregory Johnson, Authorized Signatory
     
    KENNETH GRIFFIN
     
    By: /s/ Gregory Johnson
      Gregory Johnson, attorney-in-fact*

 

 

* Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisitions Corp. on February 1, 2021.