-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IEAYhfDjRB1U/kTWQV74/KascyUBrtk2tO20V2pd7wgPTCqB7gJllFBLScoXXyjm bMX6t/I7/Acm+g/XJAckdQ== 0001319244-08-000026.txt : 20081217 0001319244-08-000026.hdr.sgml : 20081217 20081217170739 ACCESSION NUMBER: 0001319244-08-000026 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081217 DATE AS OF CHANGE: 20081217 GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTR Acquisition Co. CENTRAL INDEX KEY: 0001366578 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 134335685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82515 FILM NUMBER: 081255707 BUSINESS ADDRESS: STREET 1: 100 MILL PLAIN ROAD STREET 2: SUITE 320 CITY: DANBURY STATE: CT ZIP: 06811 BUSINESS PHONE: (203) 546-3437 MAIL ADDRESS: STREET 1: 100 MILL PLAIN ROAD STREET 2: SUITE 320 CITY: DANBURY STATE: CT ZIP: 06811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED CORE STRATEGIES (US) LLC CENTRAL INDEX KEY: 0001319244 IRS NUMBER: 202196675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: Springview Group LLC DATE OF NAME CHANGE: 20050228 SC 13G/A 1 ntq_sc13g-a3.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(AMENDMENT NO. 3)



NTR ACQUISITION CO.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

629415100
(CUSIP Number)

DECEMBER 9, 2008
(Date of event which requires filing of this statement)

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).


                     
CUSIP No.
  
629415100

SCHEDULE 13G

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2
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1
 NAMES OF REPORTING PERSONS
 
 Integrated Core Strategies (US) 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

 389,641 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 389,641
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 389,641
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.3%
12 TYPE OF REPORTING PERSON

 OO

                     
CUSIP No.
  
629415100

SCHEDULE 13G

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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

 389,641 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 389,641 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 389,641
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.3%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
629415100

SCHEDULE 13G

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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

 389,641 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 389,641 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 389,641
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.3%
12
 TYPE OF REPORTING PERSON

 IN
                     
CUSIP No.
  
629415100

 SCHEDULE 13G

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Item 1.    
 
 (a) Name of Issuer:
 
    
 
  NTR Acquisition Co., a Delaware corporation (the "Company").
 
    
 
 (b) Address of Issuer’s Principal Executive Offices:
 
    
 
 

100 Mill Plain Road, Suite 320
Danbury, Connecticut 06811

     
Item 2.
 (a) Name of Person Filing:
 
 (b) Address of Principal Business Office:
 
 (c) Citizenship:
     
 
  Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
    
  (d) Title of Class of Securities:
common stock, par value $0.001 per share ("Common Stock")
 
  (e) CUSIP Number:
     
    629415100

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
                     
CUSIP No.
  
629415100

 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);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (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);
             
 
  (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 date of this filing, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), is the beneficial owner of 389,641 shares of the Company’s Common Stock. Integrated Core Strategies also holds 4,052,640 warrants to purchase the Company’s Common Stock ("Warrants"). Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $7.50. Each Warrant will become exercisable upon the Company’s completion of an initial business combination provided that the Company has an effective registration statement covering the shares of Common Stock issuable upon the exercise of the Warrants. The Warrants will expire on January 30, 2011, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the Warrants are not currently exercisable.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies.

(b) Percent of Class:   

   1.3% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 30,557,000 shares of Common Stock outstanding as of November 10, 2008, (including 6,000,000 shares of Common Stock that are owned by the Company’s founding stockholders which do not have liquidation rights), as reported by the Company on its Form 10-Q, dated November 14, 2008.

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

                     
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629415100

 SCHEDULE 13G

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(ii) Shared power to vote or to direct the vote

   389,641

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   389,641

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.

                     
CUSIP No.
  
629415100

SCHEDULE 13G

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Exhibits:

Exhibit I:  Joint Filing Agreement, dated as of December 16, 2008, by and among Integrated Core Strategies (US) LLC, Millennium Management LLC and Israel A. Englander.

                     
CUSIP No.
  
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SCHEDULE 13G

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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: December 16, 2008

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its managing member

By: Millennium Management LLC,
       its general partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


                     
CUSIP No.
  
629415100

SCHEDULE 13G

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10
                     
      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 shares of Common Stock, par value $0.001 per share, of NTR Acquisition Co., 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: December 16, 2008

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its managing member

By: Millennium Management LLC,
       its general partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


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