☐
|
Rule 13d-1(b)
|
☐
|
Rule 13d-1(c)
|
☒
|
Rule 13d-1(d)
|
1
|
NAMES OF REPORTING PERSONS
|
||||
MOORE CAPITAL MANAGEMENT, LP
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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 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
|
||||
(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 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
|
||||
(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 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
|
||||
(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 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
|
||||
(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 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:
|
|
|
|
Gores Holdings IX, Inc. (the “Issuer”).
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
|
|
6260 Lookout Rd.
|
|
Boulder, CO 80301
|
|
|
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:
|
|
|
|
38287A101
|
|
|
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.
As of December 6, 2024:
Each of MCM, MMF, MGI, MCA and Mr. Bacon did not beneficially own any Shares.
|
|
|
Item 4(b).
|
Percent of Class:
|
|
|
|
As of December 6, 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:
|
|
|
|
MCM
|
||
|
(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
|
|
|
||
|
MMF
|
||
|
(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
|
|
|
||
|
MGI
|
||
|
(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
|
|
|
|
|
|
MCA
|
||
|
(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
|
|
|
|
|
|
Mr. Bacon
|
||
|
(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.
|
|
|
|
|
|
|
|
Date: December 10, 2024
|
|
|
|
MOORE CAPITAL MANAGEMENT, LP
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Vice President
|
|
|
|
||||
Date: December 10, 2024
|
|
|
|
MMF LT, LLC
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Vice President
|
|
|
|
||||
Date: December 10, 2024
|
|
|
|
MOORE GLOBAL INVESTMENTS, LLC
|
||
|
|
|
||||
|
|
|
|
By: Moore Capital Management, LP
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Vice President
|
|
|
|
||||
Date: December 10, 2024
|
|
|
|
MOORE CAPITAL ADVISORS, L.L.C.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Vice President
|
|
|
|
||||
Date: December 10, 2024
|
|
|
|
LOUIS M. BACON
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Attorney-in-Fact
|
A.
|
Joint Filing Agreement, dated as of December 10, 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: December 10, 2024
|
|
|
|
MOORE CAPITAL MANAGEMENT, LP
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Vice President
|
|
|
|
||||
Date: December 10, 2024
|
|
|
|
MMF LT, LLC
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Vice President
|
|
|
|
||||
Date: December 10, 2024
|
|
|
|
MOORE GLOBAL INVESTMENTS, LLC
|
||
|
|
|
||||
|
|
|
|
By: Moore Capital Management, LP
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Vice President
|
|
|
|
||||
Date: December 10, 2024
|
|
|
|
MOORE CAPITAL ADVISORS, L.L.C.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Vice President
|
|
|
|
||||
Date: December 10, 2024
|
|
|
|
LOUIS M. BACON
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ James E. Kaye
|
|
|
|
|
|
|
James E. Kaye
|
|
|
|
|
|
|
Attorney-in-Fact
|