Pierre M. Henry Form 3 Trine II Acquisition / Pierre M. Henry ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Henry Pierre M.

(Last) (First) (Middle)

C/O TRINE II ACQUISITION CORP.

228 PARK AVENUE S., STE 63482

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2021

3. Issuer Name and Ticker or Trading Symbol
Trine II Acquisition Corp. [ TRAQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	10,175,000(2)	(1)	I	See Footnote(3)

1. Name and Address of Reporting Person^*

Henry Pierre M.

(Last) (First) (Middle)

C/O TRINE II ACQUISITION CORP.

228 PARK AVENUE S., STE 63482

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Robin Trine II LLC

(Last) (First) (Middle)

C/O TRINE II ACQUISITION CORP.

228 PARK AVENUE S., STE 63482

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Acanthis Master, LLC

(Last) (First) (Middle)

C/O TRINE II ACQUISITION CORP.

228 PARK AVENUE S., STE 63482

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

Explanation of Responses:

1. The Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), are convertible for the Issuer's Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252260) (the "Registration Statement") and have no expiration date.

2. The Class B Ordinary Shares owned by the reporting person include up to 1,350,000 Class B Ordinary Shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Registration Statement.

3. The Class B Ordinary Shares are held by Robin Trine II LLC (the "Sponsor"). Acanthis Master, LLC ("Acanthis") is the managing member of the Sponsor. Pierre M. Henry, Chief Executive Officer of the issuer, is a managing member of Acanthis, which has voting and investment discretion with respect to the Class B Ordinary Shares held of record by the Sponsor. Based on the foregoing, Mr. Henry and Acanthis may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

See Exhibit 24.1 - Power of Attorney.

	/s/ Pierre M. Henry	11/02/2021
	/s/ Pierre M. Henry, as Managing Member for Robin Trine II LLC	11/02/2021
	/s/ Pierre M. Henry, as Managing Member for Acanthis Master, LLC	11/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.