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Item 1. | | |
| (a) | Name of Issuer: |
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| | CHP Merger Corp. |
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| (b) | Address of Issuer’s Principal Executive Offices: |
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| | 25 Deforest Avenue, Suite 108 Summit, New Jersey 07901 |
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Item 2. | (a) | Name of Person Filing: |
| (b) | Address of Principal Business Office: |
| (c) | Citizenship: |
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| | Integrated Core Strategies (US) LLC c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware |
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| | Riverview Group LLC c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware |
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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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| | 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: |
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| | Class A common stock, par value $0.0001 per share ("Class A Common Stock") |
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| (e) | CUSIP Number: |
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| | 12558Y106 |
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CUSIP No. | | 12558Y106 | 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:
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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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CUSIP No. | | 12558Y106 | SCHEDULE 13G | Page | | 11 | | of | | 15 |
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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:
See response to Item 9 on each cover page.
(b) Percent of Class:
See response to Item 11 on each cover page.
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CUSIP No. | | 12558Y106 | SCHEDULE 13G | Page | | 12 | | of | | 15 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote See response to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote
See response to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of
See response to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of
See response to Item 8 on each cover page.
The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
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. | | 12558Y106 | SCHEDULE 13G | Page | | 13 | | of | | 15 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of January 14, 2022, by and among Integrated Core Strategies (US) LLC, Riverview Group 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. | | 12558Y106 | SCHEDULE 13G | Page | | 14 | | of | | 15 |
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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: January 14, 2022
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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 |
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 |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM GROUP MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | |
/s/ Israel A. Englander |
Israel A. Englander
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CUSIP No. | | 12558Y106 | SCHEDULE 13G | Page | | 15 | | of | | 15 |
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| | | EXHIBIT I | | | | | | | |
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| | | 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 CHP Merger Corp. 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: January 14, 2022
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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 |
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 |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM GROUP MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | |
/s/ Israel A. Englander |
Israel A. Englander
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