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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Capstone Energy+, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Colin J. Daniels, Esq. Monarch Alternative Capital LP, 535 Madison Avenue New York, NY, 10022 (212) 554-1700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/25/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Monarch Alternative Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,333,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MDRA GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,333,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Monarch GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,333,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Capstone Energy+, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
16640 STAGG STREET, VAN NUYS,
CALIFORNIA
, 91406. | |
Item 1 Comment:
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. This Amendment No. 1 was triggered solely due to a change in the number of outstanding Shares of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages of this Schedule 13D is incorporated into this Item 5 by reference.
The number of shares of Common Stock beneficially owned by the Reporting Persons remains unchanged from the initial Schedule 13D filed by the Reporting Persons and consists of 3,333,334 shares of Common Stock and 16,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock at the initial Conversion Price.
This Amendment No. 1 is being filed to update the percentage of beneficial ownership reported by the Reporting Persons, which decreased solely as a result of an increase in the number of outstanding shares of Common Stock reported by the Issuer since the filing of the initial Schedule 13D.
The percentages used in this Amendment are calculated based upon 32,230,733 shares of Common Stock outstanding as of June 18, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on June 25, 2026, plus 16,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons at the initial Conversion Price.
Except for the change in the Reporting Persons' percentage of beneficial ownership resulting from the increase in the number of outstanding shares of Common Stock reported by the Issuer, there has been no change in the number of shares of Common Stock or Series A Preferred Stock beneficially owned by the Reporting Persons as reported in the initial Schedule 13D. | |
| (b) | The information contained on the cover pages of this Schedule 13D is incorporated into this Item 5 by reference.
The number of shares of Common Stock beneficially owned by the Reporting Persons remains unchanged from the initial Schedule 13D filed by the Reporting Persons and consists of 3,333,334 shares of Common Stock and 16,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock at the initial Conversion Price.
This Amendment No. 1 is being filed to update the percentage of beneficial ownership reported by the Reporting Persons, which decreased solely as a result of an increase in the number of outstanding shares of Common Stock reported by the Issuer since the filing of the initial Schedule 13D.
The percentages used in this Amendment are calculated based upon 32,230,733 shares of Common Stock outstanding as of June 18, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on June 25, 2026, plus 16,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons at the initial Conversion Price.
Except for the change in the Reporting Persons' percentage of beneficial ownership resulting from the increase in the number of outstanding shares of Common Stock reported by the Issuer, there has been no change in the number of shares of Common Stock or Series A Preferred Stock beneficially owned by the Reporting Persons as reported in the initial Schedule 13D. | |
| (c) | The Reporting Persons have not effected any transactions in the Common Stock during the past sixty (60) days. | |
| 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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