Financial Performance and Position - The company had approximately $117 million in cash on its balance sheet as of December 31, 2024, but may require additional financing for operations and growth [55]. - The company’s financial performance could be negatively impacted if its products and services are perceived as non-competitive [99]. - The company may incur significant legal, accounting, and other expenses related to compliance with public company reporting and acquisition activities, making sustained profitability challenging [49]. - The company may face significant environmental compliance costs related to its real estate operations [112]. - The company has incurred approximately $3.5 million in transaction costs related to its Business Combination as of December 31, 2024 [123]. Revenue Generation and Business Operations - The company generates revenue from its Spectrum Access System (SAS) platform in the Citizens Broadband Radio Service (CBRS) market, which is approved for commercial deployment by the FCC [20]. - The company acquired TVWS spectrum databases in the U.S. and U.K. in 2020, enhancing its position as a TVWS database service provider, generating revenue from cloud-based subscriptions [22]. - The company relies on EchoStar for all revenues from its real estate operations, making it vulnerable to EchoStar's financial performance [46]. - For the year ended December 31, 2024, one customer represented more than 10% of the company's total revenue, indicating a significant customer concentration risk [85]. Competition and Market Risks - The company faces competition in both its Technology & Telecommunications and Infrastructure & Real Estate lines of business from established firms and private equity groups [37]. - The company faces significant competition from established entities with greater resources, including EchoStar and DISH, which could impact demand and pricing for its products and services [52]. - Macroeconomic uncertainties, such as inflation and recession, could adversely affect demand for the company's products and services [65]. - The company may face risks related to potential future acquisitions, which could change its current business plan and affect the value of its securities [60]. Regulatory and Compliance Issues - The company is subject to various regulatory requirements that may increase legal and financial compliance costs, diverting management's attention from core business operations [70]. - Changes in laws or regulations, or failure to comply with them, may adversely affect the company's ability to negotiate and complete future transactions [66]. - The company’s services are subject to government regulation, which could affect operational costs and business prospects [90]. Acquisitions and Operational Challenges - Future acquisitions may lead to operational difficulties, dilution, and other consequences that could adversely impact the company's financial condition [62]. - The operation of RED Technologies is expected to be costly and time-consuming, requiring significant management resources that may detract from other operations [83]. - The company may face challenges in retaining key personnel from RED Technologies, which is critical for the successful operation of the acquired business [89]. - The company anticipates growing through further acquisition opportunities, including disruptive technologies and infrastructure assets [59]. Risks and Liabilities - The company may incur additional cash payment obligations of up to $5.30 million related to the acquisition of RED Technologies, contingent on achieving certain technology development milestones [80]. - The company faces risks associated with cyber incidents, which could lead to information theft, operational disruption, and financial loss due to insufficient data security measures [69]. - The company does not carry sufficient business interruption insurance, which could lead to significant losses from system failures [68]. - The company has identified material weaknesses in internal control over financial reporting as of December 31, 2024, related to accounting for complex financial instruments and insufficient qualified personnel [71]. Stock and Securities - The controlling stockholder, nXgen, beneficially owns approximately 99.3% of the Class A Common Stock, potentially limiting other stockholders' influence on corporate matters [53]. - The company's securities were delisted from Nasdaq, limiting market transactions and liquidity for investors [115]. - The outstanding warrants to purchase an aggregate of 30,083,285 shares of Class A Common Stock became exercisable on May 31, 2024, at a price of $11.50 per share, which may result in dilution for existing stockholders [124]. - As of December 31, 2024, the closing price of Class A Common Stock was $1.46, indicating that warrant holders are unlikely to exercise their warrants if the price remains below $11.50 [126]. - The company may redeem outstanding Public Warrants at a price of $0.01 per warrant if the closing price of Class A Common Stock equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period [128]. - The company can also redeem Public Warrants at $0.10 per warrant if the closing price equals or exceeds $10.00 for the same trading conditions [129]. - Holders of Public Warrants may be required to exercise their warrants on a cashless basis, potentially resulting in fewer shares received upon exercise [131]. - The number of shares issued in a cashless exercise is capped at 0.361 shares of Class A Common Stock per Public Warrant, which may adversely affect the value of the common stock [131]. - The company may amend the terms of the Warrants with the approval of at least 50% of the holders, which could be disadvantageous to existing warrant holders [127]. - Non-U.S. holders may be subject to U.S. federal income tax on gains realized from the sale of Class A Common Stock and Warrants if the company qualifies as a U.S. real property holding corporation [132]. - The company's securities are currently subject to state "blue sky" laws due to its delisting from Nasdaq, which may restrict resale and trading in certain states [130]. Real Estate Operations - The company has a triple-net lease agreement for its commercial real estate property in Littleton, Colorado, with an initial monthly base rent of $228,500, escalating at 2% annually [28]. - The lease agreement includes two five-year renewal options, with base rent adjusted to fair market value upon renewal [28]. - The property comprises approximately 206,992 square feet of net rentable area and is fully occupied, providing a predictable revenue stream [31]. - The company has limited experience in operating commercial real estate, which could adversely affect its financial success [114]. - The company is exposed to risks from international operations, including varying privacy and cyber-related laws [103].

Revenue - For the three months ended September 30, 2024, the company reported total revenues of $750,604, an increase of $750,604 compared to the same period in 2023[153] - For the nine months ended September 30, 2024, total revenues reached $1,251,006, reflecting an increase of $1,251,006 from the prior year[153] - Interest income for the three months ended September 30, 2024, was $2,747,983, up by $2,747,983 from the same period in 2023[154] - For the nine months ended September 30, 2024, interest income totaled $4,350,234, representing an increase of $4,350,234 year-over-year[154] Expenses - General and administrative expenses for the three months ended September 30, 2024, were $1,675,027, an increase of $1,469,019 from the same period in 2023[156] Acquisitions and Investments - The company completed the acquisition of a controlling interest in Red Technologies SAS for a maximum purchase price of approximately EUR 18.6 million[146] - The company acquired a commercial real estate property in Littleton, Colorado, for $26.75 million, which is expected to generate rental income[138] - The company entered into a lease agreement with DISH Network Corporation, with an initial monthly rent of $228,500, escalating at 2% annually[140] - The company purchased 1,941,684 shares of Class A Common Stock at a price of $10.60 per share, totaling approximately $20.58 million[141] Net Income and Loss - The company reported a net loss of $3,428,696 for the three months ended September 30, 2024, compared to a net income of $1,298,157 in the same period of 2023[153] - For the three months ended September 30, 2024, the company reported a net loss of $3,428,696, an increase of $4,726,854 compared to the same period in 2023[157] - For the nine months ended September 30, 2024, the company achieved net income of $3,490,539, an increase of $4,314,059 from the previous year[157] Cash Flow - Net cash provided by operating activities for the nine months ended September 30, 2024, was $2,736,032, compared to a net cash used of $1,637,314 in the same period of 2023[162] - As of September 30, 2024, the company had operating cash of $175,592,267, a significant increase from $8,162 as of December 31, 2023[163] - The company completed its Business Combination on May 1, 2024, resulting in cash proceeds of approximately $200 million[164] - The company incurred transaction costs of $42.3 million related to its Initial Public Offering, including $15 million in underwriting fees[160] - As of September 30, 2024, the company had borrowed $900,000 under the Second Restated Note from nXgen[161] - The company reported net cash used in investing activities of $4,463,791 for the nine months ended September 30, 2024[163] Liquidity - The company anticipates that its sources of liquidity will be sufficient to meet financing requirements for the next year, eliminating the need to continue as a Going Concern[165] - The company has established annual rental revenue of approximately $3 million from the Seller Lease Agreement related to the Business Combination[164]

Real Estate Acquisition and Lease Agreement - CONX Corp completed the acquisition of a commercial real estate property in Littleton, Colorado for $26.75 million on May 1, 2024[149] - The company entered into a 10-year triple-net lease agreement with the seller, with a base rent of $228,500 per month, escalating at 2% annually[151] - For Q2 2024, the company reported rental income of $500,402, a significant increase from $0 in Q2 2023[164] Stock Transactions and Equity Issuance - CONX Corp purchased 1,941,684 shares of its Class A Common Stock at $10.60 per share, totaling $20.58 million[153] - The company issued and sold 17,391,300 shares of Preferred Stock at $11.50 per share, raising approximately $200 million[154] - The company determined the issue price of $11.50 per share as the fair value of the Preferred Stock at issuance, with subsequent measurement at the same per share amount[184] Debt Repayment and Borrowing - CONX Corp repaid $900,000, $1,168,773.76, and $539,652.40 to nXgen under various notes[155][156] - The company borrowed $900,000 under the Second Restated Note from nXgen, which was fully repaid by the Closing Date[172] Financial Performance and Income - Net income for Q2 2024 was $4,213,277, a $5,133,483 increase from Q2 2023, driven by changes in fair market value of derivative warrant liabilities and increased interest income[167] - The company generated $1,671,542 in interest income for Q2 2024, primarily from cash and cash equivalents held in an investment account[165] Cash Flow and Trust Account Activities - Total of $750.0 million was placed in the Trust Account after the IPO and sale of Private Placement Warrants, with $103,135 cash held outside the Trust Account as of June 30, 2024[171] - Net cash used in operating activities for the six months ended June 30, 2024 was $83,279, compared to $1,516,657 for the same period in 2023[173] - Net cash used in investing activities for the six months ended June 30, 2024 was $4,463,792, while cash provided by financing activities was $177,311,864[174] - Operating cash as of June 30, 2024 was $172,772,954, with $0 in the Trust Account, compared to $8,162 operating cash and $21,966,104 in the Trust Account as of December 31, 2023[175] - Approximately $20.58 million from the Trust Account was used to redeem 1,941,684 shares of Class A common stock, and $1,503,969 remaining funds were released to the company[176] Business Combination and Equity Forward Transaction - The company completed its Business Combination and Equity Forward Transaction on May 1, 2024, resulting in $200 million cash proceeds and $3 million annual rental revenue[177] - CONX Corp and other PIPE investors agreed to purchase 14.265 million shares of EchoStar's Class A common stock for approximately $400 million[158] Securities and Warrants - The company's securities were delisted from Nasdaq effective July 29, 2024, and now trade over-the-counter[157] - The company's Public and Private Placement Warrants are classified as liability-classified derivative instruments and recorded at fair value, with changes reported in the Unaudited Condensed Statements of Operations[182] Off-Balance Sheet Arrangements - As of June 30, 2024, the company had no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K[186]

Group 1: Company Overview - CONX Corp. has qualified to trade on the OTCQX® Best Market after previously trading on NASDAQ [1] - The company was incorporated in Nevada on August 26, 2020, and primarily generates revenue from rent received from real estate property [3] - CONX Corp. plans to grow through acquisition opportunities, focusing on disruptive technologies and additional infrastructure assets [3] Group 2: Market Information - Trading on the OTCQX Market provides companies with efficient and cost-effective access to U.S. capital markets [2] - Companies must meet high financial standards and follow best practice corporate governance to qualify for OTCQX [2] - OTC Markets Group Inc. operates regulated markets for trading 12,000 U.S. and international securities [4]

Financial Performance - The Company reported a net income of $2,373,957 for the three months ended March 31, 2024, primarily due to a change in fair value of derivative warrant liabilities of $3,191,842 [224]. - The Company incurred general and administrative expenses of $1,072,033 during the three months ended March 31, 2024 [224]. Real Estate Acquisition - The Company completed the purchase of a commercial real estate property in Littleton, Colorado, for a purchase price of $26.75 million [217]. - The Company issued 17,391,300 shares of Preferred Stock at an aggregate purchase price of approximately $200 million, or $11.50 per share, to fund the property purchase [220]. - The Seller Lease Agreement for the purchased property includes an initial monthly rent of $228,500, escalating at 2% annually [212]. Financing Activities - As of March 31, 2024, the Company had borrowed $900,000 under a promissory note from its Sponsor, which was fully repaid on the Closing Date [227][213]. - The Company used approximately $20.58 million from its Trust Account to pay the redemption of 1,941,684 shares of Class A common stock [229]. Compliance and Operations - The Company experienced a suspension of trading on Nasdaq due to non-compliance with initial listing requirements following the Business Combination [222][214]. - The Company had no operating revenues prior to the Business Combination, with activities focused on searching for a target company [223]. Internal Controls - The Company plans to enhance its internal controls related to accounting for complex financial instruments following a material weakness identified [207].

LITTLETON, Colo., May 1, 2024 /PRNewswire/ -- CONX Corp. (Nasdaq: CONX) (the "Company" or "CONX"), completed its previously announced transaction pursuant to the terms of the purchase and sale agreement (as amended by that amendment to the sale and purchase agreement, the "Purchase Agreement"), dated as of March 10, 2024, by and between the Company and EchoStar Real Estate Holding L.L.C. ("Seller"), a subsidiary of EchoStar Corporation. Pursuant to the terms of the Purchase Agreement, the Company purchased ...

LITTLETON, Colo., April 29, 2024 /PRNewswire/ -- CONX Corp. (Nasdaq: CONX) (the "Company" or "CONX") announced today the final results of its previously announced tender offer (the "Tender Offer") to purchase up to 2,120,269 of its shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), at a purchase price of $10.598120 per share. The Tender Offer expired at 5:00 p.m. New York City time on April 29, 2024 (the "Expiration Date"). Based upon information provided by Continenta ...

LITTLETON, Colo., April 15, 2024 /PRNewswire/ -- CONX Corp. (Nasdaq: CONX) (the "Company" or "CONX") announced today that it has changed the price to be paid in its previously announced tender offer (the "Tender Offer") to purchase up to 2,120,269 of its shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), to $10.598120 per share (the "Purchase Price"). The Purchase Price, which is a fixed amount, was determined by calculating the quotient obtained by dividing: (i) the a ...

LITTLETON, Colo., April 1, 2024 /PRNewswire/ -- CONX Corp. (Nasdaq: CONX) (the "Company" or "CONX") announced today that it has commenced a tender offer (the "Tender Offer") to purchase up to 2,120,269 of its shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), at a purchase price of $10.585614 per share (the "Purchase Price"). The Purchase Price, which is a fixed amount, was determined by calculating the quotient obtained by dividing: (i) the aggregate amount expected t ...

Financial Performance - For the year ended December 31, 2023, the company reported a net loss of $5,994,501, primarily due to a change in fair value of derivative warrant liabilities of $4,693,000 [287]. - The company had net cash used in operating activities of $1,789,134 for the year ended December 31, 2023, primarily due to general and administrative expenses [292]. - The company may need to raise additional funds to meet operational expenditures and complete its initial business combination, with a potential liquidation date set for May 3, 2024, unless extended [300]. Initial Public Offering - The company generated gross proceeds of $750.0 million from its Initial Public Offering of 75,000,000 Units at a price of $10.00 per Unit [276]. - The company incurred $42.3 million in transaction costs related to the Initial Public Offering and the sale of Private Placement Warrants [290]. - Underwriters received a cash underwriting discount of $0.20 per unit, totaling $15 million, with an additional deferred fee of approximately $26.3 million payable upon completion of the initial business combination [303]. Trust Account and Cash Management - As of December 31, 2023, the company had approximately $21.97 million in cash and marketable securities held in the Trust Account, a decrease from $84.24 million as of December 31, 2022 [293]. - Approximately $6.3 million was removed from the Trust Account due to stockholder redemptions, leaving approximately $22.0 million remaining [291]. - The company plans to utilize substantially all funds held in the Trust Account to complete its initial business combination [294]. - Interest on the Trust Account's deposit account is currently approximately 4.5% per annum [279]. - The company converted all investments in the Trust Account into cash as of October 12, 2022, and currently holds funds in an interest-bearing deposit account with an approximate interest rate of 4.5% per annum [310]. Debt and Liabilities - As of December 31, 2023, the company had borrowed $400,000 under a Restated Note from its Sponsor, which has a principal amount of up to $550,000 [299]. - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities [301]. - As of December 31, 2023, the company had no off-balance sheet arrangements [308]. Future Plans and Investments - On March 10, 2024, the company entered into a purchase agreement for a commercial real estate property for a purchase price of $26.75 million [280]. - The net proceeds from the Initial Public Offering and Private Placement Warrants were invested in U.S. securities with a maturity of 185 days or less, resulting in no material exposure to interest rate risk [309]. - The company has not engaged in any hedging activities since inception and does not plan to do so in the future [311].