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 ____ ...

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, 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 (State or other jurisdiction of incorporation or organization) Nevada | --- | --- | --- | | ...

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 March 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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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. | --- | --- | --- | --- | |--------------------------------------------------------- ...

Table of Contents | --- | --- | |--------------------------------------------------------------------------|-------------| | UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 | COMMISSION | | | 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 September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Co ...

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, 2021 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 Numb ...