As of the close of business on November 22, 2019, the reporting persons beneficially owned an aggregate of 1,229,361 of the Issuers Class A Ordinary Shares (consisting of 505,360 of the Issuers units and 724,001 of the Issuers Class A Ordinary Shares) or 6.1% of the Issuers Class A Ordinary Shares outstanding. Each unit consists of one of the Issuers Class A Ordinary Shares and one-third of one warrant. Each whole warrant entitles the holder to purchase one of the Issuers Class A Ordinary Shares. The Issuers warrants will become exercisable on the later of 30 days after the completion of the Issuers initial business combination or 12 months from the closing of the Issuers initial public offering. Specifically, as of the close of business on November 22, 2019:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 505,360 of the Issuers Class A Ordinary Shares as it held 505,360 of the Issuers units;
ii) Riverview Group LLC, a Delaware limited liability company ("Riverview Group"), beneficially owned 724,001 of the Issuers Class A Ordinary Shares as it held 724,001 of the Issuers Class A Ordinary Shares, which collectively with the other foregoing reporting person represented 1,229,361 of the Issuers Class A Ordinary Shares or 6.1% of the Issuers Class A Ordinary Shares outstanding.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.
The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.
The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or Riverview Group, as the case may be.
(b) Percent of Class:
As of the close of business on November 22, 2019, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 1,229,361 of the Issuers Class A Ordinary Shares or 6.1% of the Issuers Class A Ordinary Shares outstanding (see Item 4(a) above), which percentage was calculated based on 20,125,000 of the Issuers Class A Ordinary Shares outstanding as of November 12, 2019, as per the Issuers Form 10-Q dated November 12, 2019.
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CUSIP
No.
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G67145105
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SCHEDULE 13G
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10
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of
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13
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(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
1,229,361 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
1,229,361 (See Item 4(b))
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 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.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
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CUSIP
No.
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G67145105
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SCHEDULE 13G
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11
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 22, 2019, by and among Integrated Core Strategies (US) LLC, Riverview Group LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
No.
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G67145105
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SCHEDULE 13G
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12
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of
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13
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: November 22, 2019
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM MANAGEMENT
LLC
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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/s/ Israel A.
Englander
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Israel A. Englander
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