Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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. 212873202
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1
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NAMES OF REPORTING
PERSONS
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MAGNETAR FINANCIAL LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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4,655,000
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,655,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,655,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.21%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No. 212873202
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1
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NAMES OF REPORTING
PERSONS
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MAGNETAR CAPITAL PARTNERS LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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4,655,000
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,655,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,655,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.21%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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HC, PN
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CUSIP No. 212873202
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1
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NAMES OF REPORTING
PERSONS
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SUPERNOVA MANAGEMENT LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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4,655,000
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,655,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,655,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.21%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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HC, OO
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CUSIP No. 212873202
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1
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NAMES OF REPORTING
PERSONS
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ALEC N. LITOWITZ
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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4,655,000
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,655,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,655,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.21%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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HC, IN
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SCHEDULE 13G
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Item 1(a)
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Name of Issuer.
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CONX Corp. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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5701 S. Santa Fe Dr.
Littleton, CO 80120
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Item 2(a)
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Name of Person Filing.
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This statement is filed on behalf
of each of the following person (collectively, the “Reporting Persons”):
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i)
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Magnetar Financial LLC (“Magnetar Financial”);
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ii)
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Magnetar Capital Partners LP (Magnetar Capital Partners”);
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iii)
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Supernova Management LLC (“Supernova Management”); and
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iv)
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Alec N. Litowitz (“Mr. Litowitz”).
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This statement relates to the Units (as defined herein) held
for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Constellation Fund II, Ltd (“Constellation
Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar Capital Master Fund Ltd, (“Master
Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Purpose Alternative Credit
Fund Ltd (“Purpose Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP, (“Structured
Credit Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC (“Lake Credit Fund) and Purpose Alternative
Credit Fund – T LLC (“Purpose Fund – T”), Delaware limited liability companies; collectively (the “Magnetar
Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises
voting and investment power over the Units held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the
sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners.
The manager of Supernova Management is Mr. Litowitz.
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Item 2(b)
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Address of Principal Business Office.
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The address of the principal business office
of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th
Floor, Evanston, Illinois 60201.
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Item 2(c)
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Place of Organization.
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i)
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Magnetar Financial is a Delaware limited liability company;
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ii)
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Magnetar Capital Partners is a Delaware limited partnership;
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iii)
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Supernova Management is a Delaware limited liability company; and
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iv)
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Mr. Litowitz is a citizen of the United States of America.
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Item 2(d)
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Title of Class of Securities.
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Units
212873202
(e) x
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
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Item 4(a)
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Amount Beneficially Owned:
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As of December 31, 2020,
each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 4,655,000 Units. The amount consists
of (A) 1,798,656 Units held for the account of Constellation Master Fund; (B) 82,000 Units held for the account of Master Fund;
(C) 628,236 Units held for the account of Xing He Master Fund; (D) 524,964 Units held for the account of Constellation Fund; (E)
649,752 Units held for the account of Structured Credit Fund; (F) 270,000 Units held for the account of Systematic Master Fund;
(G) 361,452 Units held for the account of Lake Credit Fund; (H) 228,060 Units held for the account of Purpose Fund; and (I) 111,880
Units held of the account of Purpose Fund – T. The Units held by the Magnetar Funds represent approximately 6.21% of the
total number of Units outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding Units of the Issuer).
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Item 4(b)
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Percent of Class:
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(i) As of December 31, 2020, each of Reporting
Persons were deemed to be the beneficial owner constituting approximately 6.21% of the total number of Units outstanding (based
upon the information provided by the Issuer in its Form 10-Q filed with the SEC on December 11, 2020, there were approximately
75,010,000 Units outstanding as of September 30, 2020).
Item4(c) Number of Shares of which
such person has:
Magnetar Financial, Magnetar Capital
Partners, Supernova Management, and Mr. Litowitz:
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(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote :
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4,655,000
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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4,655,000
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Item 5
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Ownership of Five Percent or Less of a Class.
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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 5 percent of the class
of securities, check the following ¨.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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This
Item 6 is not applicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding
Company.
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This Item 7 is not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
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Item 9
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Notice of Dissolution of Group.
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This Item 9 is not applicable.
By signing below the
Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 12, 2021
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magnetar financial llc
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By: Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of Supernova Management LLC, the
General Partner of Magnetar Capital Partners LP
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Date: February 12, 2021
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magnetar capital partners LP
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By: Supernova Management LLC, its General Partner
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC
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Date: February 12, 2021
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supernova management llc
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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Date: February 12, 2021
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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EXHIBIT INDEX
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement
on Schedule 13G with respect to the Units of CONX Corp. dated as of December 31, 2020 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance
with the previsions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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Date: February 12, 2021
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magnetar financial llc
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By: Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of Supernova Management LLC, the
General Partner of Magnetar Capital Partners LP
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Date: February 12, 2021
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magnetar capital partners LP
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By: Supernova Management LLC, its General Partner
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC
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Date: February 12, 2021
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supernova management llc
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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Date: February 12, 2021
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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