UNITED STATES Check the appropriate box to designate the rule
pursuant to which this Schedule is filed: þ Rule 13d-1(b) o 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. 3)
|
CUSIP
No. |
762014108 |
SCHEDULE 13G |
Page |
2 |
of |
10 |
| 1 |
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY).
Millenco LLC 13-3532932 |
| 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 627,500 | ||
| 7 |
SOLE DISPOSITIVE POWER -0- | ||
| 8 |
SHARED DISPOSITIVE
POWER 627,500 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 627,500 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 9.96% |
| 12 | TYPE OF REPORTING PERSON OO, BD |
|
CUSIP
No. |
762014108 |
SCHEDULE 13G |
Page |
3 |
of |
10 |
| 1 |
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY).
Millennium Management LLC 13-3804139 |
| 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 627,500 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 627,500 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 627,500 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 9.96% |
| 12 | TYPE OF REPORTING PERSON OO |
|
CUSIP
No. |
762014108 |
SCHEDULE 13G |
Page |
4 |
of |
10 |
| 1 |
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY). 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 627,500 | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 627,500 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 627,500 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 9.96% |
| 12 |
TYPE OF REPORTING
PERSON IN |
|
CUSIP
No. |
762014108 |
SCHEDULE 13G |
Page |
5 |
of |
10 |
| Item 1. | ||
|
|
(a) | Name of Issuer: |
|
|
||
|
|
Rhapsody Acquisition Corp., a Delaware corporation (the "Company"). | |
|
|
||
|
|
(b) | Address of Issuer’s Principal Executive Offices: |
|
|
||
|
|
10 East 53rd Street, 35th Floor | |
|
Item 2. |
(a) | Name of Person Filing: |
|
|
(b) | Address of Principal Business Office: |
|
|
(c) | Citizenship: |
|
|
Millenco 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 $0.0001 per share ("Common Stock") | ||
|
|
||
| (e) | CUSIP Number: | |
| 762014108 |
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) | þ | 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. |
762014108 |
SCHEDULE 13G |
Page |
6 |
of |
10 |
|
|
(g) | þ | 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, each Reporting Person may be deemed to be the beneficial owner of the following:
(i) 596,500 shares of Common Stock held by Millenco LLC, a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.), which shares are a constituent part of the Company’s units ("Units") of which Millenco holds 596,500. Each Unit consists of one share of Common Stock and one warrant ("Warrant"). Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $5.00. Each Warrant will become exercisable on the later of the Company’s completion of a business combination and October 3, 2007, and will expire on October 2, 2010, 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; and
(ii) 31,000 shares of Common Stock owned by Millenco.
In addition to the 596,500 Warrants held by Millenco as a constituent part of the Units, Millenco holds an additional 299,637 Warrants which are not currently exercisable.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. 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 shares owned by Millenco.
Note: Integrated Holding Group LP, a Delaware limited partnership ("Integrated Holding Group"), is a non-managing member of Millenco. As a non-managing member, Integrated Holding Group has no investment or voting control over Millenco or its securities positions.
(b) Percent of Class:
9.96% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 6,300,000 shares of Common Stock outstanding as of November 13, 2007, as reported by the Company on its Form 10-QSB, dated November 13, 2007.
|
CUSIP
No. |
762014108 |
SCHEDULE 13G |
Page |
7 |
of | 10 |
(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
627,500
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
627,500
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 followingo .
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. |
762014108 |
SCHEDULE 13G |
Page |
8 |
of |
10 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 12, 2008, by and among Millenco LLC, Millennium Management LLC and Israel A. Englander.
|
CUSIP
No. |
762014108 |
SCHEDULE 13G |
Page |
9 |
of |
10 | ||||
|
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 12, 2008
MILLENCO LLC
By: /s/ Mark Meskin
Name: Mark Meskin
Title: Chief Executive Officer
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. |
762014108 |
SCHEDULE 13G |
Page |
10 |
of |
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 $0.0001 per share, of Rhapsody Acquisition Corp., a Delaware corporation, is being filed, and all amendments thereto 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 12, 2008
MILLENCO LLC
By: /s/ Mark Meskin
Name: Mark Meskin
Title: Chief Executive Officer
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