Statement of Ownership (sc 13g)
29 Julio 2021 - 3:02PM
Edgar (US Regulatory)
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. __)*
|
Investindustrial
Acquisition Corp.
|
|
(Name
of Issuer)
|
|
|
|
Class
A ordinary shares, par value $0.0001 per share
|
|
(Title
of Class of Securities)
|
|
|
|
G4771L105
|
|
(CUSIP
Number)
|
|
|
|
July
19, 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.
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. G4771L105
|
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) ¨
(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
2,471,627
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)
6.1%1
|
|
12.
|
TYPE
OF REPORTING PERSON
IA;
OO; HC
|
|
|
|
|
|
|
|
1
|
The
percentages reported in this Schedule 13G are based upon 40,250,000 Class A ordinary shares
outstanding as of June 1, 2021 (according to the issuer’s Form 10-Q as filed with the
Securities and Exchange Commission on June 1, 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 29, 2021.
|
|
CUSIP
No. G4771L105
|
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) ¨
(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
2,471,627
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)
6.1%
|
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
|
|
|
|
|
|
CUSIP
No. G4771L105
|
13G
|
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
2,471,627
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)
6.1%
|
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
|
|
|
|
|
|
CUSIP
No. G4771L105
|
13G
|
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
1,713
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)
Less
than 0.1%
|
|
12.
|
TYPE
OF REPORTING PERSON
BD;
OO
|
|
|
|
|
|
|
CUSIP
No. G4771L105
|
13G
|
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
1,713
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)
Less
than 0.1%
|
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
|
|
|
|
|
|
CUSIP
No. G4771L105
|
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) ¨
(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
1,713
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)
Less
than 0.1%
|
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
|
|
|
|
|
|
CUSIP
No. G4771L105
|
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) ¨
(b) ¨
|
|
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
2,473,340
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)
6.1%
|
|
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
|
|
|
|
|
|
CUSIP
No. G4771L105
|
13G
|
Page
9 of 13 Pages
|
|
Item
1(a).
|
Name
of Issuer:
|
|
|
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Investindustrial
Acquisition Corp.
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Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
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|
|
|
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Suite 1, 3rd Floor, 11-12 St
James’s Square, London, United Kingdom SW1Y 4LB
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Item
2(a).
|
Name
of Person Filing:
|
|
|
|
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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 the Class A ordinary shares 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).
|
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Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
|
|
|
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The
address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois
60603.
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Item
2(c).
|
Citizenship:
|
|
|
|
|
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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.
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Item
2(d).
|
Title
of Class of Securities:
|
|
|
|
|
|
Class
A ordinary shares, par value $0.0001 per share
|
|
|
|
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Item
2(e).
|
CUSIP
Number:
|
|
|
|
|
|
G4771L105
|
|
CUSIP
No. G4771L105
|
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)
|
¨
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
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|
(b)
|
¨
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
(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)
|
¨
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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 association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
¨
|
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);
|
|
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(j)
|
¨
|
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
¨
|
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: __________.
|
|
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 2,471,627 shares of Class A ordinary shares.
|
|
|
(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 6.1% of the Class A ordinary
shares 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: 2,471,627
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 2,471,627
|
|
CUSIP
No. G4771L105
|
13G
|
Page
11 of 13 Pages
|
|
|
B.
|
Citadel
Securities LLC
|
|
|
(a)
|
Citadel
Securities LLC may be deemed to beneficially own 1,713 Class A ordinary shares.
|
|
|
(b)
|
The
number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes
less than 0.1% of the Class A ordinary shares 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: 1,713
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 1,713
|
|
|
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 1,713 Class
A ordinary shares.
|
|
|
(b)
|
The
number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially
own constitutes less than 0.1% of the Class A ordinary shares 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: 1,713
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 1,713
|
|
CUSIP
No. G4771L105
|
13G
|
Page
12 of 13 Pages
|
|
|
(a)
|
Mr.
Griffin may be deemed to beneficially own 2,473,340 Class A ordinary shares.
|
|
|
(b)
|
The
number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately
6.1% of the Class A ordinary shares 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: 2,473,340
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 2,473,340
|
|
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. ¨
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|
|
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Item 6.
|
Ownership of More Than Five Percent on Behalf of
Another Person:
|
|
|
|
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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:
|
|
|
|
|
|
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. G4771L105
|
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 29th day of July, 2021.
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CITADEL SECURITIES LLC
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CITADEL ADVISORS LLC
|
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By:
|
/s/ Guy Miller
|
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By:
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/s/ Gregory Johnson
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Guy Miller, Authorized Signatory
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Gregory Johnson, Authorized Signatory
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CALC IV LP
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CITADEL ADVISORS HOLDINGS LP
|
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By:
|
/s/ Guy Miller
|
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By:
|
/s/ Gregory Johnson
|
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Guy Miller, Authorized Signatory
|
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Gregory Johnson, Authorized Signatory
|
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CITADEL SECURITIES GP LLC
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CITADEL GP LLC
|
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By:
|
/s/ Guy Miller
|
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By:
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/s/ Gregory Johnson
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Guy Miller, Authorized Signatory
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Gregory Johnson, Authorized Signatory
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KENNETH GRIFFIN
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By:
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/s/ Gregory Johnson
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Gregory Johnson, attorney-in-fact*
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*
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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.
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Investindustrial Acquisi... (NYSE:IIAC)
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