SEC Form SC 13G/A filed by CONX Corp. (Amendment)

*

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.

1.

 

Names of Reporting Persons

 

MOORE CAPITAL MANAGEMENT, LP

2.

 

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

 

a. ☐ b. ☒

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

 

0

 

7.

 

Sole Dispositive Power

 

0

 

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 (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

0%

12.

 

Type of Reporting Person (See Instructions)

 

PN; IA

1.

 

Names of Reporting Persons

 

MMF LT, LLC

2.

 

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

 

a. ☐ b. ☒

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

 

0

 

7.

 

Sole Dispositive Power

 

0

 

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 (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

0%

12.

 

Type of Reporting Person (See Instructions)

 

OO

1.

 

Names of Reporting Persons

 

MOORE GLOBAL INVESTMENTS, LLC

2.

 

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

 

a. ☐ b. ☒

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

 

0

 

7.

 

Sole Dispositive Power

 

0

 

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 (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

0%

12.

 

Type of Reporting Person (See Instructions)

 

OO

1.

 

Names of Reporting Persons

 

MOORE CAPITAL ADVISORS, L.L.C.

2.

 

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

 

a. ☐ b. ☒

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

 

0

 

7.

 

Sole Dispositive Power

 

0

 

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 (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

0%

12.

 

Type of Reporting Person (See Instructions)

 

OO

1.

 

Names of Reporting Persons

 

LOUIS M. BACON

2.

 

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

 

a. ☐ b. ☒

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

 

0

 

7.

 

Sole Dispositive Power

 

0

 

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 (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

0%

12.

 

Type of Reporting Person (See Instructions)

 

IN

Item 1(a).

Name of Issuer:

Conx Corp. (the “Issuer”).

Item 1(b).

Address of the Issuer’s Principal Executive Offices:

5701 S. Santa Fe Dr.

Littleton, CO 80120

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, had voting and investment control over the shares previously held by MMF. MGI and MCA are the sole owners of MMF. Mr. Bacon is the indirect majority owner of and controls MCM and its general partner, MCA, and is the indirect majority owner of MMF. This statement relates to Shares (as defined below) previously held by MMF. Each of MCM, MMF, MGI, MCA and Mr. Bacon, in the capacities set forth above, may have been deemed to have been 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:

212873103

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:

As of April 29, 2024:

 

Each of MCM, MMF, MGI, MCA and Mr. Bacon did not beneficially own any Shares.

 

MMF directly holds warrants to purchase 375,000 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 April 29, 2024:

 

Each of MCM, MMF, MGI, MCA and Mr. Bacon beneficially owned 0% of the Issuer’s outstanding Shares.

Item 4(c).

Number of shares as to which such person has:

As of April 29, 2024:

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

0

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

0

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

0

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

0

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

0

(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.

A.

 

Joint Filing Agreement, dated as of May 1, 2024, 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

Date: May 1, 2024

 

 

MOORE CAPITAL MANAGEMENT, LP

 

 

By:

 

 

 

 

James E. Kaye

 

 

 

Vice President

Date: May 1, 2024

 

 

MMF LT, LLC

 

 

By:

 

 

 

 

James E. Kaye

 

 

 

Vice President

Date: May 1, 2024

 

 

MOORE GLOBAL INVESTMENTS, LLC

 

 

By: Moore Capital Management, LP

 

 

By:

 

 

 

 

James E. Kaye

 

 

 

Vice President

Date: May 1, 2024

 

 

MOORE CAPITAL ADVISORS, L.L.C.

 

 

By:

 

 

 

 

James E. Kaye

 

 

 

Vice President

Date: May 1, 2024

 

 

LOUIS M. BACON

 

 

By:

 

 

 

 

James E. Kaye

 

 

 

Attorney-in-Fact