SEC Form SC 13G filed by Omnichannel Acquisition Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o 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).
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
2 |
of |
14 |
| 1 |
NAMES OF REPORTING PERSONS
ICS Opportunities, Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- | |
| 6 |
SHARED VOTING POWER 950,000 | ||
| 7 |
SOLE DISPOSITIVE POWER -0- | ||
| 8 |
SHARED DISPOSITIVE
POWER 950,000 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 950,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 4.6% |
| 12 | TYPE OF REPORTING PERSON CO |
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
3 |
of |
14 |
| 1 |
NAMES OF REPORTING PERSONS
ICS Opportunities II LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER 87,812 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 87,812 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 87,812 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.4% |
| 12 | TYPE OF REPORTING PERSON OO |
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
4 |
of |
14 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium International Management LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER 1,037,812 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 1,037,812 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,037,812 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 5.0% |
| 12 | TYPE OF REPORTING PERSON PN |
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
5 |
of |
14 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 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 1,037,812 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 1,037,812 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,037,812 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 5.0% |
| 12 | TYPE OF REPORTING PERSON OO |
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
6 |
of |
14 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium Group Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 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 1,037,812 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 1,037,812 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,037,812 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 5.0% |
| 12 | TYPE OF REPORTING PERSON OO |
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
7 |
of |
14 |
| 1 |
NAMES OF REPORTING PERSONS
Israel A. Englander |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER 1,037,812 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 1,037,812 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,037,812 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 5.0% |
| 12 |
TYPE OF REPORTING
PERSON IN |
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
8 |
of |
14 |
| Item 1. | ||
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(a) | Name of Issuer: |
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Omnichannel Acquisition Corp., a Delaware corporation (the "Issuer"). | |
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(b) | Address of Issuer’s Principal Executive Offices: |
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485 Springfield Avenue #8 | |
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Item 2. |
(a) | Name of Person Filing: |
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(b) | Address of Principal Business Office: |
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(c) | Citizenship: |
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ICS Opportunities, Ltd. c/o Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Cayman Islands | |
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ICS Opportunities II LLC c/o Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Cayman Islands | |
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Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
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Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
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Millennium Group Management LLC
399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
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Israel A. Englander c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: United States | |
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| (d) | Title of Class of Securities: | |
| Class A common stock, par value $0.0001 per share ("Class A Common Stock") | ||
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| (e) | CUSIP Number: | |
| 68218L108 |
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
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(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
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(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
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(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
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(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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SCHEDULE 13G |
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(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
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(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
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(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 of 1940 (15 U.S.C. 80a-3); | |||
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(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on July 30, 2021:
i) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 950,000 shares of the Issuer’s Class A Common Stock; and
ii) ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owned 87,812 shares of the Issuer’s Class A Common Stock, which together with the shares of the Issuer’s Class A Common Stock beneficially owned by ICS Opportunities represented 1,037,812 shares of the Issuer’s Class A Common Stock or 5.0% of the Issuer’s Class A Common Stock outstanding.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and ICS Opportunities II and and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and ICS Opportunities II.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the 100% owner of ICS Opportunities and ICS Opportunities II and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and ICS Opportunities II.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is 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 and ICS Opportunities II.
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 ICS Opportunities and ICS Opportunities II.
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 ICS Opportunities or ICS Opportunities II, as the case may be.
(b) Percent of Class:
As of the close of business on July 30, 2021, Millennium International Management, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 1,037,812 shares of the Issuer’s Class A Common Stock or 5.0% of the Issuer’s Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 20,650,000 shares of the Issuer’s Class A Common Stock outstanding as of June 8, 2021, as reported in the Issuer’s Form 10-Q filed on June 8, 2021.
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
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14 |
(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
1,037,812 (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
1,037,812 (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. |
68218L108 |
SCHEDULE 13G |
Page |
12 |
of |
14 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of July 30, 2021, by and among ICS Opportunities, Ltd., ICS Opportunities II LLC, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
13 |
of |
14 | ||||
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SIGNATURE |
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: July 30, 2021
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
Name: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment ManagerName: Gil Raviv
Title: Global General Counsel
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
Name: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
Name: Gil Raviv
Title: Global General Counsel
Israel A. Englander
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CUSIP
No. |
68218L108 |
SCHEDULE 13G |
Page |
14 |
of |
14 | ||||
| EXHIBIT I | ||||||||||
| JOINT FILING AGREEMENT |
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 Common Stock, par value $0.0001 per share, of Omnichannel Acquisition Corp., a Delaware corporation, 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: July 30, 2021
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
Name: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment ManagerName: Gil Raviv
Title: Global General Counsel
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
Name: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
Name: Gil Raviv
Title: Global General Counsel
Israel A. Englander