UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

ARCADE ACQUISITION CORP.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

038798104

(CUSIP Number)

OCTOBER 24, 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.		038798104		Page		2		of		16 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			531,750

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			531,750

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	531,750

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **

	o

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

	5.0%

12	TYPE OF REPORTING PERSON **

	OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		038798104		Page		3		of		16 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			69,600

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			69,600

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,600

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **

	o

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

	0.7%

12	TYPE OF REPORTING PERSON **

	OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		038798104		Page		4		of		16 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			69,600

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			69,600

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,600

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **

	o

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

	0.7%

12	TYPE OF REPORTING PERSON **

	OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		038798104		Page		5		of		16 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			69,600

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			69,600

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,600

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **

	o

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

	0.7%

12	TYPE OF REPORTING PERSON **

	OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		038798104		Page		6		of		16 Pages


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

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		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,BD

** SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		038798104		Page		7		of		16 Pages


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

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			601,350

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			601,350

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	601,350

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **

	o

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

	5.7%

12	TYPE OF REPORTING PERSON **

	OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		038798104		Page		8		of		16 Pages


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

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			601,350

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			601,350

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	601,350

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **

	o

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

	5.7%

12	TYPE OF REPORTING PERSON **

	IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		038798104		Page		9		of		16 Pages

Explanatory Note:

This amendment is being filed to (i) report the transfer of 531,750 shares held by Millenco LLC to Integrated Core Strategies (US) LLC, each of which is a wholly-owned subsidiary of the same entity, as a result of which Integrated Core Strategies may be deemed to beneficially own those shares of Common Stock; and (ii) to report other changes as set forth in this filing. See Item 4 for a description of these entities

Item 1.

(a)		Name of Issuer

		Arcade Acquisition Corp., a Delaware corporation (the “Company”).

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

		62 La Salle Road, Suite 304 West Hartford, Connecticut 06107

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office

Item 2(c). Citizenship

Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware

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

Cognizant Holdings, LTD
666 Fifth Avenue
New York, New York 10103
Citizenship: Grand Cayman

Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States

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

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


CUSIP No.		038798104		Page		10		of		16 Pages

(d)		Title of Class of Securities

		common stock, par value $0.0001 per share (“Common Stock”)

(e)		CUSIP Number

		038798104

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 Rule 13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with Rule 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 Rule 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”) may be deemed to be the beneficial owner of 531,750 shares of Common Stock. Also as of the date of this filing Cognizant Holdings Ltd, an exempted limited company organized under the laws of the Cayman Islands, may be deemed to be the beneficial owner of 69,600 shares of Common Stock. Integrated Core Strategies also holds 684,100 warrants of the Company (“Warrants”). Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $6.00.


CUSIP No.		038798104		Page		11		of		16 Pages

Each Warrant will become exercisable on the later of the Company’s completion of a business combination and May 21, 2008, and will expire on May 21, 2011, or earlier upon redemption. In certain cases the Warrants and the Common stock are part of the Company’s units.

Also, as of the date of this filing Millenco LLC, a Delaware limited liability company (“Millenco”) (formerly known as Millenco, L.P.) has ceased to be the beneficial owner of any shares of Common Stock.

Millennium Management LLC, a Delaware limited liability company (“Millennium Management”) is the general partner of Integrated Holdings Group LP, a Delaware limited partnership (“Integrated Holding Group”), which is the managing member and 100% owner of Integrated Core Strategies and consequently 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 Integrated Holdings Group, which is the 100% owner of Cognizant Holdings and consequently may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”) is the investment manager to Cognizant Holdings, and consequently may be deemed to have voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management GP LLC, a Delaware limited liability company (“Millennium International Management GP”) is the general partner of Millennium International Management, and consequently may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium International Management. Israel A. Englander (“Mr. Englander”) is the managing member of Millennium Management and Millennium International Management GP. 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 and Millennium International Management.

The foregoing should not be construed in and of itself as an admission by Millennium Management, Integrated Holding Group, Millennium International Management, Millennium International Management GP, or Mr. Englander as to beneficial ownership of the shares owned by Integrated Core Strategies or Cognizant Holdings, as the case may be.

(b)

Percent of Class

5.7% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 10,500,000 shares of Common Stock outstanding as of August 12, 2008, as reported by the Company on its Form 10-Q for the quarter ended June 30, 2008, dated August 12, 2008.

(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

			601,350

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

			-0-

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

			601,350


CUSIP No.		038798104		Page		12		of		16 Pages

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 [X].

See Item 4(a).

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.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of November 3, 2008, by and among Millenco LLC, Integrated Core Strategies (US) LLC, Cognizant Holdings, Ltd, Millennium International Management LP, Millennium International Management GP, LLC, Millennium Management LLC and Israel A. Englander.


CUSIP No.		038798104		Page		13		of		16 Pages

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: November 3, 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 INTERNATIONAL MANAGEMENT LP

		By:		/s/ David Nolan

				Name: David Nolan
				Title: Co-President

		COGNIZANT HOLDINGS, LTD.

		By:		Millennium International Management LP, its investment manager

		By:		/s/ David Nolan

				Name: David Nolan
				Title: Co-President

		MILLENCO LLC

		By:		/s/ Mark Meskin

				Name: Mark Meskin
				Title: Chief Executive Officer


CUSIP No.		038798104		Page		14		of		16 Pages


		MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

		By:		/s/ David Nolan

				Name: David Nolan
				Title: Executive Vice 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 SEC on June 6, 2005

		Israel A. Englander


CUSIP No.		038798104		Page		15		of		16 Pages

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 Arcade Acquisition Corp., 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: November 3, 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


		MILLENNIUM INTERNATIONAL MANAGEMENT LP

		By:		/s/ David Nolan

				Name: David Nolan
				Title: Co-President

		COGNIZANT HOLDINGS, LTD.

		By:		Millennium International Management LP, its investment manager

		By:		/s/ David Nolan

				Name: David Nolan
				Title: Co-President

		MILLENCO LLC

		By:		/s/ Mark Meskin

				Name: Mark Meskin
				Title: Chief Executive Officer

		MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

		By:		/s/ David Nolan

				Name: David Nolan
				Title: Executive Vice President


CUSIP No.		038798104		Page		16		of		16 Pages


		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 SEC on June 6, 2005

		Israel A. Englander

Arcade Acquisition Corp. SC 13G/A