Sec Form 13G Filing - INTEGRATED CORE STRATEGIES (US) LLC @ ROMEO POWER, INC

Sec Form 13G Filing - INTEGRATED CORE STRATEGIES (US) LLC filing for ROMEO POWER, INC (RMO) - 2021-02-10

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(AMENDMENT NO. 1)

ROMEO POWER, INC.
(formerly RMG Acquisition Corp.)

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

776153108

(CUSIP Number)

DECEMBER 31, 2020

(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 &quotfiled&quot for the purpose of Section 18 of the Securities Exchange Act of 1934 (&quotAct&quot) 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.	776153108	SCHEDULE 13G	Page	2	of	15



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 56,410
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 56,410



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,410
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO




CUSIP No.	776153108	SCHEDULE 13G	Page	3	of	15



1	NAMES OF REPORTING PERSONS Riverview Group 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 -0-
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO




CUSIP No.	776153108	SCHEDULE 13G	Page	4	of	15



1	NAMES OF REPORTING PERSONS Cognizant Holdings, 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



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 246,568
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 246,568



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 246,568
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12	TYPE OF REPORTING PERSON CO




CUSIP No.	776153108	SCHEDULE 13G	Page	5	of	15



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



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 246,568
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 246,568



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 246,568
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12	TYPE OF REPORTING PERSON PN




CUSIP No.	776153108	SCHEDULE 13G	Page	6	of	15



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 302,978
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 302,978



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 302,978
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12	TYPE OF REPORTING PERSON OO




CUSIP No.	776153108	SCHEDULE 13G	Page	7	of	15



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 302,978
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 302,978



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 302,978
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12	TYPE OF REPORTING PERSON OO




CUSIP No.	776153108	SCHEDULE 13G	Page	8	of	15



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 302,978
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 302,978



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 302,978
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12	TYPE OF REPORTING PERSON IN




CUSIP No.	776153108	SCHEDULE 13G	Page	9	of	15



Item 1.
	(a)	Name of Issuer:

		Romeo Power, Inc., a Delaware corporation (the "Issuer")

	(b)	Address of Issuer’s Principal Executive Offices:

		4380 Ayers Avenue Vernon, California 90058

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

		Riverview Group LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Cognizant Holdings, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands

		Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Millennium Group 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 $0.0001 per share ("Common Stock")

	(e)	CUSIP Number:

		776153108




CUSIP No.	776153108	SCHEDULE 13G	Page	10	of	15

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);




CUSIP No.	776153108	SCHEDULE 13G	Page	11	of	15




(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 close of business on December 31, 2020:

i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 56,410 shares of the Issuer’s Common Stock;

ii) Riverview Group LLC, a Delaware limited liability company, no longer beneficially owned any shares of the Issuer’s Common Stock; and

iii) Cognizant Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands ("Cognizant Holdings"), beneficially owned 246,568 shares of the Issuer’s Common Stock, which together with the shares of the Issuer’s Common Stock beneficially owned by Integrated Core Strategies represented 302,978 shares of the Issuer’s Common Stock or 0.2% of the Issuer’s Common Stock outstanding.

Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Cognizant Holdings and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings.

Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of Cognizant Holdings and may also be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings.

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. 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 Cognizant Holdings.

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 Cognizant Holdings.

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 or Cognizant Holdings, as the case may be.

(b) Percent of Class:

As of the close of business on December 31, 2020, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 302,978 shares of the Issuer’s Common Stock or 0.2% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 126,787,151 shares of the Issuer’s Common Stock outstanding as of December 29, 2020, as reported in the Issuer’s Form 8-K filed on January 5, 2021.




CUSIP No.	776153108	SCHEDULE 13G	Page	12	of	15

(i) Sole power to vote or to direct the vote
-0-

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

   302,978 (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

   302,978 (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.




CUSIP No.	776153108	SCHEDULE 13G	Page	13	of	15

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of February 9, 2021, by and among Integrated Core Strategies (US) LLC, Riverview Group LLC, Cognizant Holdings, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.

CUSIP No.

776153108

SCHEDULE 13G
Page
14
of
15

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: February 9, 2021

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

RIVERVIEW GROUP LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

COGNIZANT HOLDINGS, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/ Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

MILLENNIUM MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

/s/ Israel A. Englander

Israel A. Englander

CUSIP No.

776153108

SCHEDULE 13G
Page
15
of
15

EXHIBIT I

JOINT FILING AGREEMENT &#x A0;

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 Common Stock, par value $0.0001 per share, of Romeo Power, Inc., 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: February 9, 2021

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

RIVERVIEW GROUP LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

COGNIZANT HOLDINGS, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/ Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

MILLENNIUM MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

/s/ Israel A. Englander

Israel A. Englander

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);