UNITED STATES 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).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)
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CUSIP
No. |
15930P404 |
SCHEDULE 13G |
Page |
2 |
of |
13 |
| 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 444,444 | ||
| 7 |
SOLE DISPOSITIVE POWER -0- | ||
| 8 |
SHARED DISPOSITIVE
POWER 444,444 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 444,444 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 11.3% |
| 12 | TYPE OF REPORTING PERSON CO |
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CUSIP
No. |
15930P404 |
SCHEDULE 13G |
Page |
3 |
of |
13 |
| 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 444,444 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 444,444 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 444,444 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 11.3% |
| 12 | TYPE OF REPORTING PERSON PN |
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CUSIP
No. |
15930P404 |
SCHEDULE 13G |
Page |
4 |
of |
13 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium International Management GP 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 444,444 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 444,444 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 444,444 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 11.3% |
| 12 | TYPE OF REPORTING PERSON OO |
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CUSIP
No. |
15930P404 |
SCHEDULE 13G |
Page |
5 |
of |
13 |
| 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 444,444 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 444,444 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 444,444 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 11.3% |
| 12 | TYPE OF REPORTING PERSON OO |
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CUSIP
No. |
15930P404 |
SCHEDULE 13G |
Page |
6 |
of |
13 |
| 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 444,444 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 444,444 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 444,444 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 11.3% |
| 12 |
TYPE OF REPORTING
PERSON IN |
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CUSIP
No. |
15930P404 |
SCHEDULE 13G |
Page |
7 |
of |
13 |
| Item 1. | ||
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(a) | Name of Issuer: |
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Chanticleer Holdings, Inc., a Delaware corporation (the "Issuer"). | |
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(b) | Address of Issuer’s Principal Executive Offices: |
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11220 Elm Lane, Suite 203 | |
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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 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | |
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Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Millennium International Management GP LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Millennium Management
LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | |
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| (d) | Title of Class of Securities: | |
| common stock, par value $0.0001 per share ("Common Stock") | ||
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| (e) | CUSIP Number: | |
| 15930P404 |
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CUSIP
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15930P404 |
SCHEDULE 13G |
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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:
Note: This Amendment No. 1 to Schedule 13G is being filed to include the warrants beneficially owned or deemed to be beneficially owned by the reporting persons, as the case may be, that were acquired by ICS Opportunities, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("ICS Opportunities"), as part of the Issuer’s units.
As of the close of business on July 13, 2012, ICS Opportunities beneficially owned 444,444 shares of the Issuer’s Common Stock, consisting of 222,222 shares of Common stock and warrants to acquire 222,222 shares of Common Stock. The warrants included in the Issuer’s units will be exercisable at any time after the warrants become quoted separately and until either they are redeemed or they expire in accordance with their terms on June 21, 2017. Each warrant entitles its holder to purchase one share of the Issuer’s Common Stock at an exercise price of $5.00 per share.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), 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.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the 100% shareholder of ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium International Management GP and Millennium Management. Consequently, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium International Management GP, Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by ICS Opportunities.
(b) Percent of Class:
11.3% of the Issuer’s outstanding Common Stock (see Item 4(a) above), which percentage was calculated based on 3,698,896 shares of Common Stock outstanding as indicated in the Issuer’s prospectus dated June 21, 2012.
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CUSIP
No. |
15930P404 |
SCHEDULE 13G |
Page |
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of |
13 |
(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
444,444 (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
444,444 (See Item 4(a))
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. |
15930P404 |
SCHEDULE 13G |
Page |
11 |
of |
13 |
Exhibits:
Exhibit I: Exhibit I: Joint Filing Agreement, dated as of July 13, 2012, by and among ICS Opportunities, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
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CUSIP
No. |
15930P404 |
SCHEDULE 13G |
Page |
12 |
of |
13 | ||||
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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 13, 2012
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerName: David Nolan
Title: Co-President
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: David Nolan
Title: Co-President
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
Name: David Nolan
Title: Executive Vice President
MILLENNIUM MANAGEMENT LLC
Name: David Nolan
Title: Co-President
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
SCHEDULE 13G
Page of 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 Common Stock, par value $0.0001 per share, of Chanticleer Holdings, 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: July 13, 2012
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerName: David Nolan
Title: Co-President
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: David Nolan
Title: Co-President
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
Name: David Nolan
Title: Executive Vice President
MILLENNIUM MANAGEMENT LLC
Name: David Nolan
Title: Co-President
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander