SC 13G

Names of Reporting Persons

MOORE CAPITAL MANAGEMENT, LP

Check the Appropriate Box If a Member of a Group (See Instructions)

a. ☐ b. ☒

SEC Use Only

Citizenship or Place of Organization

DELAWARE

SC 13G 1 d466685dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

26 Capital Acquisition Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

90138P100

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

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 on 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. 90138P100

CUSIP NO. 90138P100

CUSIP NO. 90138P100

CUSIP NO. 90138P100

CUSIP NO. 90138P100

Item 1(a).

Name of Issuer:

26 Capital Acquisition Corp. (the “Issuer”).

Item 1(b).

Address of the Issuer’s Principal Executive Offices:

Office Edge Miami

701 Brickell Avenue, Suite 1550

Miami, Florida 33131

Item 2(a).

Name of Person Filing

This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) by MMF LT, LLC, a Delaware limited liability company (“MMF”), (3) by Moore Global Investments, LLC, a Delaware limited liability company (“MGI”), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”) and (5) by Louis M. Bacon (“Mr. Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM, as the investment manager of MMF, has voting and investment control over the shares held by MMF. MGI and MCA are the sole owners of MMF. Mr. Bacon controls the general partner of MCM, is the chairman and director of MCA, and is the indirect majority owner of MMF. This statement relates to Shares (as defined below) held by MMF. Each of MCM, MMF, MGI, MCA and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares, as applicable.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business office of each of MCM, MMF, MGI, MCA and Mr. Bacon is located at 11 Times Square, 39th Floor, New York, New York 10036.

Item 2(c).

Citizenship:

i) MCM is a Delaware limited partnership;

ii) MMF is a Delaware limited liability company;

iii) MGI is a Delaware limited liability company;

iv) MCA is a Delaware limited liability company; and

v) Mr. Bacon is a United States citizen.

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value 0.0001 per share (the “Shares”).

Item 2(e).

CUSIP Number:

90138P100

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a).

Amount Beneficially Owned:

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.

MMF directly holds and beneficially owns 400,000 Shares. As of the date hereof, each of MCM, MGI, MCA and Mr. Bacon may be deemed to be the beneficial owner of the 400,000 Shares held by MMF.

In addition, MMF also directly holds warrants to purchase 200,000 Shares (“Warrants”). The Warrants have an exercise price of $11.50 per Share and are exercisable on the later of 12 months from the closing of the Issuer’s initial public offering or 30 days after the completion of the Issuer’s initial business combination, and will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

Item 4(b).

Percent of Class:

As of the date hereof, each of MCM, MMF, MGI, MCA and Mr. Bacon may be deemed to be the beneficial owner of approximately 11.7% of the Issuer’s outstanding Shares, based on 27,500,000 Shares outstanding as of November 14, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022 minus the redemption of 24,069,772 Shares by the Issuer’s shareholders, as reported in the Issuer’s Form 8-K filed with the SEC on December 20, 2022.

Item 4(c).

Number of shares as to which such person has:


MCM
(i)	Sole power to vote or direct the vote	400,000
(ii)	Shared power to vote or to direct the vote	0
(iii)	Sole power to dispose or to direct the disposition of	400,000
(iv)	Shared power to dispose or to direct the disposition of	0
MMF
(i)	Sole power to vote or direct the vote	400,000
(ii)	Shared power to vote or to direct the vote	0
(iii)	Sole power to dispose or to direct the disposition of	400,000
(iv)	Shared power to dispose or to direct the disposition of	0
MGI
(i)	Sole power to vote or direct the vote	400,000
(ii)	Shared power to vote or to direct the vote	0
(iii)	Sole power to dispose or to direct the disposition of	400,000
(iv)	Shared power to dispose or to direct the disposition of	0
MCA
(i)	Sole power to vote or direct the vote	400,000
(ii)	Shared power to vote or to direct the vote	0
(iii)	Sole power to dispose or to direct the disposition of	400,000
(iv)	Shared power to dispose or to direct the disposition of	0
Mr. Bacon
(i)	Sole power to vote or direct the vote	400,000
(ii)	Shared power to vote or to direct the vote	0
(iii)	Sole power to dispose or to direct the disposition of	400,000
(iv)	Shared power to dispose or to direct the disposition of	0

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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

This Item 10 is not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: February 14, 2023	MOORE GLOBAL INVESTMENTS, LLC
	By: Moore Capital Management, LP

	By:	/s/ James E. Kaye
		James E. Kaye
		Vice President

EXHIBIT INDEX


A.		Joint Filing Agreement, dated as of February 14, 2023, by and between Moore Capital Management, LP, MMF LT, LLC, Moore Global Investments, LLC, Moore Capital Advisors, L.L.C. and Louis M. Bacon

B.		Power of Attorney, dated as of February 10, 2022, granted by Louis M. Bacon in favor of James E. Kaye and James Danza

SEC Form SC 13G filed by 26 Capital Acquisition Corp.