As of the close of business on December 7,
2021, the reporting persons beneficially owned an aggregate of
1,578,029 of the Issuer’s Class A Ordinary Shares or 5.1% of the
Issuer’s Class A Ordinary Shares outstanding as a result of holding
1,481,570 of the Issuer’s Class A Ordinary Shares and 96,459 of the
Issuer’s units. Each unit consists of one Class A Ordinary Share of
the Issuer and one-fifth of one warrant. Each whole warrant
entitles the holder to purchase one Class A Ordinary Share of the
Issuer. The Issuer’s warrants will become exercisable 30 days after
the completion of the Issuer’s initial business
combination.
Thereafter, as of the close of business on
December 9, 2021:
i) Integrated Core Strategies (US) LLC, a
Delaware limited liability company ("Integrated Core Strategies"),
beneficially owned 266,000 of the Issuer’s Class A Ordinary Shares
as a result of holding 205,000 of the Issuer’s Class A Ordinary
Shares and 61,000 of the Issuer’s
units;
ii) Riverview Group LLC, a Delaware
limited liability company ("Riverview Group"), beneficially owned
332,617 of the Issuer’s Class A Ordinary
Shares;
iii) ICS Opportunities II LLC, a Cayman
Islands limited liability company ("ICS Opportunities II"),
beneficially owned 491,589 of the Issuer’s Class A Ordinary Shares
as a result of holding 456,130 of the Issuer’s Class A Ordinary
Shares and 35,459 of the Issuer’s units;
and
iv) ICS Opportunities, Ltd., an exempted
company organized under the laws of the Cayman Islands ("ICS
Opportunities"), beneficially owned 284,500 of the Issuer’s Class A
Ordinary Shares, which together with the Issuer’s Class A Ordinary
Shares beneficially owned by Integrated Core Strategies, Riverview
Group and ICS Opportunities II represented 1,374,706 of the
Issuer’s Class A Ordinary Shares or 4.4% of the Issuer’s Class A
Ordinary Shares
outstanding.
Millennium International Management LP, a
Delaware limited partnership ("Millennium International
Management"), is the investment manager to ICS Opportunities II and
ICS Opportunities and may be deemed to have shared voting control
and investment discretion over securities owned by ICS
Opportunities II and ICS
Opportunities.
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 Management is also the
general partner of the 100% owner of ICS Opportunities II and ICS
Opportunities and may also be deemed to have shared voting control
and investment discretion over securities owned by ICS
Opportunities II and ICS
Opportunities.
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.
Millennium Group Management is also the general partner of
Millennium International Management and may also be deemed to have
shared voting control and investment discretion over securities
owned by ICS Opportunities II and ICS
Opportunities.
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, Riverview Group, ICS Opportunities II
and ICS
Opportunities.
The foregoing should not be construed in and
of itself as an admission by Millennium International Management,
Millennium Management, Millennium Group Management or Mr. Englander
as to beneficial ownership of the securities owned by Integrated
Core Strategies, Riverview Group, ICS Opportunities II or ICS
Opportunities, as the case may
be.
(b) Percent of Class:
As of the close of business on December
9, 2021, Millennium Management, Millennium Group Management and Mr.
Englander may be deemed to have beneficially owned 1,374,706 of the
Issuer’s Class A Ordinary Shares or 4.4% of the Issuer’s Class A
Ordinary Shares outstanding (see Item 4(a) above), which percentage
was calculated based on 31,116,305 of the Issuer’s Class A Ordinary
Shares outstanding as of November 5, 2021, as reported in the
Issuer’s Form 10-Q/A filed on November 26,
2021.
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CUSIP No.
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G0R21B104
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SCHEDULE
13G
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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
1,374,706 (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
1,374,706 (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 þ
.
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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G0R21B104
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SCHEDULE 13G
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14
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Exhibits:
Exhibit I: Joint Filing
Agreement, dated as of December 9, 2021, by and among Integrated
Core Strategies (US) LLC, Riverview Group LLC, ICS Opportunities II
LLC, ICS Opportunities, Ltd., Millennium International Management
LP, Millennium Management LLC, Millennium Group Management LLC and
Israel A.
Englander.
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CUSIP No.
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G0R21B104
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SCHEDULE 13G
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Page |
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15
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16
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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: December 9,
2021
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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/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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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/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment
Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment
Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL
MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT
LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT
LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A. Englander
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Israel A. Englander
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CUSIP No.
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G0R21B104
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SCHEDULE 13G
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16
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EXHIBIT I |
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JOINT FILING AGREEMENT |
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This will confirm the agreement by and among the undersigned that
the Schedule 13G filed with the Securities and Exchange Commission
on or about the date hereof with respect to the beneficial
ownership by the undersigned of the Class A Ordinary Shares, par
value $0.0001 per share, of ArcLight Clean Transition Corp. II, a
Cayman Islands exempted company, will be filed on behalf of each of
the persons and entities named below in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: December 9,
2021
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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/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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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/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment
Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment
Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL
MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT
LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT
LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A. Englander
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Israel A. Englander
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