| ITEM 1(a). |
NAME OF ISSUER:
ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.
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| ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9 West 57th Street, 43th Floor
New York, NY 10019
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| ITEM 2(a). |
NAME OF PERSON FILING:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
i. Taconic Capital Advisors L.P. (Taconic Advisors LP);
ii. Taconic Capital Advisors UK LLP (Taconic Advisors UK);
iii. Taconic Associates LLC (Taconic Associates);
iv. Taconic Capital Partners LLC (Taconic Capital);
v. Taconic Capital Performance Partners LLC (Taconic Partners); and
vi. Frank P. Brosens (Mr. Brosens).
This Statement relates to the Shares (as defined herein) held for the accounts of Taconic Opportunity Master Fund L.P. (Taconic Opportunity Fund) and Taconic Master Fund 1.5 L.P. (Taconic Event Fund, and together with Taconic Opportunity Fund, the Taconic Funds).
Taconic Advisors LP serves as the investment manager to each of the Taconic Funds. Taconic Advisors LP has entered into a sub-advisory agreement with Taconic Advisors UK pursuant to which Taconic Advisors UK serves as a subadvisor to Taconic Advisors LP in respect of each of the Taconic Funds. Taconic Advisors LP is the manager of Taconic Capital Services UK Ltd, the UK parent entity of Taconic Advisors UK. Accordingly, Taconic Advisors LP and Taconic Advisors UK may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds.
Taconic Partners serves as the general partner to Taconic Advisors LP. Taconic Associates serves as the general partner to Taconic Opportunity Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Opportunity Fund. Taconic Capital serves as the general partner to Taconic Event Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Event Fund.
Mr. Brosens is a principal of Taconic Advisors LP and a manager of each of Taconic Partners, Taconic Associates and Taconic Capital. In such capacities, Mr. Brosens may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds.
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| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business of office of each of Taconic Advisors LP, Taconic Associates, Taconic Partners, Taconic Capital and Mr. Brosens is c/o Taconic Capital Advisors L.P. 280 Park Avenue, 5th Floor, New York, NY 10017.
The address of the principal business office of Taconic Advisors UK is 55 Grosvenor Street, 4th Floor, London, W1K 3HY, UK
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| ITEM 2(c). |
CITIZENSHIP:
1) Taconic Advisors LP is a Delaware limited partnership
2) Taconic Advisors UK is a United Kingdom limited liability partnership.
3) Taconic Associates is a Delaware limited liability company.
4) Taconic Capital is a Delaware limited liability company.
5) Taconic Partners is a Delaware limited liability company.
6) Mr. Brosens is a citizen of the United States of America.
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| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Class A common stock, $0.0001 par value ("Shares")
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| ITEM 2(e). |
CUSIP NUMBER:
005029103
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| ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
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(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
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(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d)
[ ] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
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(e)
[X] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
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(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
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(g)
[ ] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
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(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i)
[ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j)
[ ] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
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(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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| ITEM 4. |
OWNERSHIP
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As of December 31, 2022, the Reporting Persons may be deemed to beneficially own 2,590,762 of the Shares held for the account of the Taconic Funds.
The number of Shares of which the Reporting Persons may be deemed to be the beneficial owners constitutes 7.5% of the total number of Shares outstanding, based upon 34,500,000 Shares outstanding as of November 10, 2022 as disclosed in the Issuer's most recently filed Form 10-Q.
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| (a) Amount beneficially owned: |
| 2,590,762 |
| (b) Percent of class: |
| 7.5% |
| (c) Number of shares as to which the person has: |
| (i) sole power to vote or to direct the vote: |
Taconic Capital Advisors L.P. : None
Taconic Capital Advisors UK LLP : None
Taconic Associates LLC : None
Taconic Capital Partners LLC : None
Taconic Capital Performance Partners LLC : None
Frank P. Brosens : None |
| (ii) shared power to vote or to direct the vote: |
Taconic Capital Advisors L.P. : 2,590,762
Taconic Capital Advisors UK LLP : 2,590,762
Taconic Associates LLC : 2,590,762
Taconic Capital Partners LLC : 2,590,762
Taconic Capital Performance Partners LLC : 2,590,762
Frank P. Brosens : 2,590,762 |
| (iii) sole power to dispose or direct the disposition of: |
Taconic Capital Advisors L.P. : None
Taconic Capital Advisors UK LLP : None
Taconic Associates LLC : None
Taconic Capital Partners LLC : None
Taconic Capital Performance Partners LLC : None
Frank P. Brosens : None |
| (iv) shared power to dispose or to direct the disposition of: |
Taconic Capital Advisors L.P. : 2,590,762
Taconic Capital Advisors UK LLP : 2,590,762
Taconic Associates LLC : 2,590,762
Taconic Capital Partners LLC : 2,590,762
Taconic Capital Performance Partners LLC : 2,590,762
Frank P. Brosens : 2,590,762 |
| 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 five percent of the class of securities, check the following
[ ].
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| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
This Item is not applicable.
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| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
This Item is not applicable.
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| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item is not applicable.
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| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
This Item is not applicable.
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| ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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