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].

Financial Performance - For the nine months ended September 30, 2023, the company reported a net loss of $823,520, attributed entirely to general and administrative expenses [95]. - The company has not generated any revenues to date and does not expect to do so until after completing a business combination [94]. Financial Position - As of September 30, 2023, the company had $750.0 million placed in the Trust Account and $9,982 in cash held outside the Trust Account for working capital purposes [98]. - As of June 30, 2023, the total amount advanced by the Sponsor for the First Extension Loans was $1,168,774 [90]. - Approximately $57.6 million was removed from the Trust Account to pay redeeming holders during the Second Extension, equating to about $10.19 per share [91]. - The company issued a promissory note for up to $539,652 to the Sponsor related to the Second Extension Loans, with the balance as of November 9, 2023, being $539,652 [92]. Transaction Costs - The company incurred transaction costs totaling $42.3 million, which included $15 million in underwriting fees and $26.3 million in deferred underwriting fees [98]. Business Strategy - The company plans to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence [100]. Internal Controls - The company has identified a material weakness in its internal control over financial reporting related to accounting for complex financial instruments as of September 30, 2023 [111]. Hedging Activities - The company has not engaged in any hedging activities since inception and does not plan to do so in the future [108].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 001-39677 CONX CORP. (Exact name of registrant as specified in its charter) Nevada 85-2728630 (State ...

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Presents CONX Corp.'s unaudited condensed financial statements, management's discussion, and disclosures on market risk and controls [Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) Presents CONX Corp.'s unaudited condensed financial statements as of March 31, 2023, reflecting its SPAC status and non-revenue operations [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Details CONX Corp.'s financial position as of March 31, 2023, showing trust account assets, increased liabilities, and stockholders' deficit Condensed Balance Sheet Data (unaudited) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,132,718 | $1,397,296 | | Cash held in trust account | $84,744,289 | $84,243,386 | | **Total Assets** | **$85,958,362** | **$85,663,787** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $2,291,934 | $2,136,864 | | Derivative warrant liabilities | $5,436,058 | $4,512,500 | | **Total Liabilities** | **$34,252,992** | **$33,174,364** | | Class A common stock subject to possible redemption | $84,744,289 | $84,243,386 | | **Total Stockholders' Deficit** | **($33,038,919)** | **($31,753,963)** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Compares net loss for Q1 2023 to net income for Q1 2022, primarily driven by changes in derivative warrant liabilities Statements of Operations Highlights (unaudited) | Metric | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | Loss from operations | ($277,914) | ($211,260) | | Change in fair value of derivative warrant liabilities | ($923,558) | $12,935,833 | | **Net (Loss) Income** | **($784,053)** | **$12,727,972** | | Basic and diluted net (loss) income per common share | ($0.03) | $0.14 | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Summarizes cash flows for Q1 2023, showing net cash used in operations and the impact of an Extension Note Cash Flow Summary (unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($264,578) | ($201,364) | | Net cash used in investing activities | ($500,903) | $0 | | Net provided by financing activities | $500,903 | $0 | | **Net change in cash** | **($264,578)** | **($201,364)** | | **Cash - end of the period** | **$1,132,718** | **$549,005** | [Notes to Condensed Financial Statements](index=7&type=section&id=Unaudited%20Notes%20to%20Condensed%20Financial%20Statements) Provides detailed notes on CONX Corp.'s SPAC formation, business combination deadline extension, trust account redemptions, and going concern uncertainty - The company is a SPAC formed to effect a business combination, focusing on the Technology, Media, and Telecommunications (TMT) industry[17](index=17&type=chunk) - The deadline to complete a business combination was extended from November 3, 2022, to June 3, 2023, leading to the redemption of 66,651,616 shares of Class A common stock and removing approximately **$669.9 million** from the Trust Account[22](index=22&type=chunk) - The company is in discussions with DISH Network Corp regarding a potential business combination, but no definitive agreement has been executed[26](index=26&type=chunk) - The company's ability to continue as a going concern is in substantial doubt if a business combination is not consummated by the June 3, 2023 deadline[40](index=40&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of CONX Corp.'s financial condition and operations, focusing on its SPAC status, business combination deadline, and going concern risk - The company is a blank check company with a business purpose to effect a business combination, intending to focus on the TMT industry[107](index=107&type=chunk) - The business combination deadline was extended to June 3, 2023, resulting in stockholders redeeming 66,651,616 shares and removing **~$669.9 million** from the Trust Account[111](index=111&type=chunk) - The Sponsor agreed to provide monthly 'Extension Loans' of **$166,968** to be deposited into the Trust Account, with **$834,838** advanced as of March 31, 2023[114](index=114&type=chunk) - A net loss of **$784,053** for Q1 2023 was primarily due to a non-cash charge of **$923,558** for the change in fair value of derivative warrant liabilities[122](index=122&type=chunk) - The company's ability to continue as a going concern is in doubt as it must complete a business combination by June 3, 2023, or be forced to liquidate[132](index=132&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States the company is not subject to material market or interest rate risk, with trust account funds converted to cash - The company is not subject to any material market or interest rate risk[142](index=142&type=chunk) - Effective October 12, 2022, all investments in the Trust Account were converted into cash, removing exposure to interest rate risk from government securities[142](index=142&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in accounting for complex financial instruments - Management concluded that disclosure controls and procedures were not effective as of March 31, 2023[144](index=144&type=chunk) - A material weakness exists related to the accounting for complex financial instruments, including the classification of warrants and redeemable Class A common stock[146](index=146&type=chunk)[147](index=147&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) Provides other required disclosures including legal proceedings, risk factors, unregistered sales, and a list of exhibits [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) Reports no legal proceedings against the company - There are no legal proceedings to report[152](index=152&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors since the last Annual Report - No material changes to risk factors have occurred since the last Annual Report[153](index=153&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports no unregistered sales of equity securities or use of proceeds - None[154](index=154&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the quarterly report, including a promissory note and officer certifications - Exhibits filed include a Promissory Note dated March 1, 2023, for **$250,000** from nXgen Opportunities, LLC, and certifications by the CEO[159](index=159&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (State or other jurisdiction of incorporation or organization) (IRS Employer ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 001-39677 CONX CORP. (Exact ...

Table of Contents (Mark One) | --- | --- | |--------------------------------------------------------------------------|------------| | | | | UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 | COMMISSION | | FORM 10-Q | | ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ____ ...