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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CONX Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39677 CUSIP Number: 212873103 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39677 CUSIP Number: 212873103 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39677 CUSIP Number: 212873103 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 4, 2025 |
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 September 30, 2024 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 |
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| March 4, 2025 |
Exhibit 10.2 CONX Corp. Director Compensation Program Initial Option Grant Upon initial election or appointment to the Board of Directors or the board of directors of a subsidiary of CONX, a director will be granted a fully vested option to acquire 10,000 Class A Shares with a grant date on the first day of the calendar quarter following the quarter in which such person initially is elected or app |
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| March 4, 2025 |
Form of Director Stock Option Agreement Exhibit 10.4 CONX CORP. DIRECTOR STOCK OPTION AGREEMENT This Stock Option Agreement (the “Agreement”) is entered into effective as of the Grant Date set forth on Exhibit A to this Agreement (the “Grant Date”), by and between CONX Corp., a Nevada corporation (the “Company”), and [Grantee Name] (“Grantee”). RECITAL WHEREAS, the Company, pursuant to its Amended and Restated 2024 Director Stock Incent |
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| March 4, 2025 |
Amended and Restated 2024 Director Stock Incentive Plan Exhibit 10.3 CONX CORP. AMENDED AND RESTATED 2024 DIRECTOR STOCK INCENTIVE PLAN Section 1.Purpose The purpose of this Amended and Restated 2024 Director Stock Incentive Plan (as amended from time to time, the “Plan”), is to advance the interests of CONX Corp. (the “Company”) through the motivation, attraction and retention of its directors of the board of directors of the Company or the board of d |
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| March 4, 2025 |
Filed Pursuant to 424(b)(3) Registration No. 333-279770 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated August 7, 2024) CONX Corp. 30,083,285 Shares of Class A Common Stock Issuable Upon Exercise of Warrants 30,000 Shares of Class A Common Stock This Prospectus Supplement supplements the Prospectus dated August 7, 2024, as supplemented (the “Prospectus”), which forms a part of the Registration St |
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| December 6, 2024 |
Filed Pursuant to 424(b)(3) Registration No. 333-279770 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated August 7, 2024) CONX Corp. 30,083,285 Shares of Class A Common Stock Issuable Upon Exercise of Warrants 30,000 Shares of Class A Common Stock This Prospectus Supplement supplements the Prospectus dated August 7, 2024, as supplemented (the “Prospectus”), which forms a part of the Registration St |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2024 (December 2, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commi |
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| December 6, 2024 |
Exhibit 99.1 CONX Corp. Announces Acquisition of Red Technologies SAS · CONX acquires a controlling interest in RED Technologies, a uniquely positioned “enabler” of Shared Spectrum and the nascent Private Network industry · CONX appoints Marc Rouanne to the RED Technologies board Littleton, CO, December 5, 2024—CONX CORP. (OTC: CNXX) (“CONX”) today announced the acquisition of a cont |
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| November 25, 2024 |
Filed Pursuant to 424(b)(3) Registration No. 333-279770 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated August 7, 2024) CONX Corp. 30,083,285 Shares of Class A Common Stock Issuable Upon Exercise of Warrants 30,000 Shares of Class A Common Stock This Prospectus Supplement supplements the Prospectus dated August 7, 2024 (the “Prospectus”), which forms a part of the Registration Statement on Form S |
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| November 22, 2024 |
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, 2024 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 001-3 |
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| November 18, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 (November 12, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Com |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39677 CUSIP Number: 212873103 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2024 CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39677 CUSIP Number: 212873103 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 8, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration File No. 333-279770 PROSPECTUS CONX Corp. 30,083,285 Shares of Class A Common Stock Issuable Upon Exercise of Warrants 30,000 Shares of Class A Common Stock This prospectus relates to the issuance by CONX Corp. (“we,” “us,” “our,” the “Company,” and “CONX”) of an aggregate of up to 30,083,285 shares of our Class A common stock, $0.0 |
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| August 5, 2024 |
CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120 CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120 August 5, 2024 VIA EDGAR Securities and Exchange Commission, Division of Corporation Finance, 100 F Street, N.E., Washington, D.C. 20549. Attention: Pearlyne Paulemon and Pam Howell Re: Acceleration Request for CONX Corp. Registration Statement on Form S-1 (File No. 333- 279770) Dear Ms. Paulemon and Ms. Howell: Pursuant to Rule 461 under the Sec |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| July 25, 2024 |
As filed with the Securities and Exchange Commission on July 24, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 24, 2024 Registration No. |
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| July 24, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2024 (July 19, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission |
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| July 24, 2024 |
July 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Real Estate & Construction 100 F Street, N.E., Washington, D.C. 20549. Re: CONX Corp. Registration Statement on Form S-1, as amended Filed May 29, 2024 File No. 333-279770 Ladies and Gentlemen: On behalf of our client, CONX Corp. (the “Company”), we are filing this letter in response to comm |
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| July 19, 2024 |
Delisting Determination, The Nasdaq Stock Market, LLC, July 19, 2024, CONX Corp. The Nasdaq Stock Market LLC (the Exchange) has determined to remove from listing the securities of CONX Corp., effective at the opening of the trading session on July 29, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchan |
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| July 12, 2024 |
As filed with the Securities and Exchange Commission on July 12, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 12, 2024 Registration No. |
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| July 12, 2024 |
July 12, 2024 VIA EDGAR U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Real Estate & Construction 100 F Street, N.E., Washington, D.C. 20549. Re: CONX Corp. Registration Statement on Form S-1 Filed May 29, 2024 File No. 333-279770 Ladies and Gentlemen: On behalf of our client, CONX Corp. (the “Company”), we are filing this letter in response to comments from th |
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| May 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CONX Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Reg |
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| May 29, 2024 |
As filed with the Securities and Exchange Commission on May 28, 2024 Table of Contents As filed with the Securities and Exchange Commission on May 28, 2024 Registration No. |
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| May 15, 2024 |
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, 2024 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- |
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| May 8, 2024 |
CONX / CONX Corp. / ERGEN CHARLES W - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CONX Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 212873103 (CUSIP Number) Kyle Jason Kiser Chief Executive Officer CONX Corp. 5701 S. SANTA FE DR. LITTLETON, COLORADO 80120 (303) 472-1542 (Name, Address and Teleph |
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| May 8, 2024 |
Exhibit 99.1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY This joint filing agreement (this “Agreement”) is made and entered into as of this 8th day of May, 2024, by and among Charles W. Ergen and nXgen Opportunities, LLC. The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13D in respect of the shares of Class A Common Stock, $0.0001 par value per s |
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| May 8, 2024 |
Joint Filing Agreement, dated May 8, 2024, by and between the Reporting Persons. EX-99.1 2 tm2413825d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Agreement of Joint Filing Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement on Schedule 13D to which this Exhibit is attached (including amendments thereto) is fil |
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| May 8, 2024 |
CONX / CONX Corp. / Ranch Legacy Trust - SC 13D Activist Investment SC 13D 1 tm2413825d2sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CONX Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 212873103 (CUSIP Number) Kyle Jason Kiser Chief Executive Officer CONX Corp. 5701 S. SANTA FE DR. LITTLETON, COLORADO 80120 (30 |
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| May 7, 2024 |
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Report and, if not defined in this Report, the Offer to Purchase, unless defined below. Introduction The following unaudited pro forma condensed financial information of CONX presents the historical financial information of CONX, adjust |
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| May 7, 2024 |
Exhibit 3.5 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK The undersigned, hereby certifies that: 1. He is the Chief Executive Officer of CONX Corp. (the “Corporation”). 2. The Corporation is authorized to issue 20,000,000 shares of preferred stock, none of which have been issued. 3. The following resolutions were duly adopted by the boar |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 (May 1, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2024 (May 2, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File |
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| May 2, 2024 |
Exhibit 10.3 COMMERCIAL LEASE AGREEMENT BETWEEN DISH WIRELESS L.L.C. AS TENANT AND CONX CORP. AS LANDLORD Summary of Lease Terms* Commencement Date: May 1, 2024 Address: 5701 South Santa Fe Drive, Littleton, Colorado 80120 Square footage of Premises: Square Feet Square footage of the Building Square Feet Tenant’s Proportionate Share of Operating Expenses (if applicable) 100.00% Term: Approximately |
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| May 2, 2024 |
Exhibit 10.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this “First Amendment”) is dated as of April 26, 2024 (the “Effective Date”), and is made and entered into by and between EchoStar Real Estate Holding L.L.C., a Colorado limited liability company (“Seller”) and CONX CORP., a Nevada corporation (“Purchaser”). Recitals: A. Sell |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2024 (April 26, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission F |
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| May 2, 2024 |
CONX Corp. Announces Closing of Initial Business Combination Exhibit 99.1 CONX Corp. Announces Closing of Initial Business Combination Littleton, Colo., May 1, 2024—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 |
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| May 1, 2024 |
CONX / CONX Corp. / MOORE CAPITAL MANAGEMENT, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Conx Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 212873103 (CUSIP Number) N/A (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| April 30, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 7) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 212873103 (CUSIP Number of Class of Securities) K |
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| April 30, 2024 |
Press Release dated April 29, 2024 Exhibit (a)(5)(C) CONX Corp. Announces Final Tender Offer Results April 29, 2024—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. T |
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| April 23, 2024 |
Amended Form of Seller Lease Agreement. Exhibit (d)(17) COMMERCIAL LEASE AGREEMENT BETWEEN DISH WIRELESS L.L.C. AS TENANT AND CONX CORP. AS LANDLORD Summary of Lease Terms* Commencement Date: April 29, 2024 Address: 5701 South Santa Fe Drive, Littleton, Colorado 80120 Square footage of Premises: Square Feet Square footage of the Building Square Feet Tenant’s Proportionate Share of Operating Expenses (if a |
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| April 23, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 6) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 212873103 (CUSIP Number of Class of Securities) K |
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| April 22, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 5) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 212873103 (CUSIP Number of Class of Securities) K |
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| April 22, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 212873103 (CUSIP Number of Class of Securities) K |
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| April 19, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 212873103 (CUSIP Number of Class of Securities) K |
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| April 19, 2024 |
April 19, 2024 VIA EDGAR U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Mergers & Acquisitions, 100 F Street, N.E., Washington, D.C. 20549. Attention: Stacie Gorman Pamela Howell Re: CONX Corp. Amendment No. 2 to Schedule TO-I Filed April 17, 2024 File No. 005-92163 Ladies and Gentlemen: On behalf of our client, CONX Corp. (the “Company”), we are filing this le |
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| April 17, 2024 |
Unaudited Pro Forma Condensed Financial Information for the period ended December 31, 2023. Exhibit (a)(5)(B) UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Offer to Purchase, unless defined below. |
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| April 17, 2024 |
Press Release, dated April 15, 2024. Exhibit (a)(5)(C) CONX Corp. Announces Change in Tender Offer Price to Complete Business Combination April 15, 2024—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 Comm |
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| April 17, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 212873103 (CUSIP Number of Class of Securities) K |
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| April 17, 2024 |
Exhibit (c) April 16, 2024 DRAFT/CONFIDENTIAL CONX Corp. 5701 South Santa Fe Drive Littleton, Colorado 80120 To the Independent Members of the Board of Directors of CONX Corp.: Cabrillo Advisors, Inc. (“Cabrillo”) has been advised that CONX Corp. (“CONX” or the “Company”), a blank check company incorporated in Nevada and a special purpose acquisition company, is considering an acquisition of comme |
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| April 17, 2024 |
April 17, 2024 VIA EDGAR U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Mergers & Acquisitions, 100 F Street, N.E., Washington, D.C. 20549. Attention: Stacie Gorman Pamela Howell Re: CONX Corp. Schedule TO-I Filed April 1, 2024 File No. 005-92163 Ladies and Gentlemen: On behalf of our client, CONX Corp. (the “Company”), we are filing this letter in response to |
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| April 16, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (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, 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 001-3 |
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| April 15, 2024 |
Exhibit (i) CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) CONX Corp. (Exact name of Registrant as Specified in its Charter) Table 1 — Transaction Valuation Transaction Valuation Fee rate Amount of filing fee(2) Fees to Be Paid $ 22,470,865 (1) 0.0001476 $ 3,316.70 Fees Previously Paid — — Total Transaction Valuation $ 22,470,865 (1) Total Fees due for Filing $ 3,316.70 Total Fees Previo |
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| April 15, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 212873103 (CUSIP Number of Class of Securities) K |
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| April 11, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| April 1, 2024 |
Exhibit (d)(15) AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1 (this “Amendment”), dated March 25, 2024 to that certain Subscription Agreement (as defined below) is being entered into by and between CONX Corp., a Nevada corporation (“Seller”) and Charles W. Ergen (“Subscriber”) Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Subscrip |
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| April 1, 2024 |
TABLE OF CONTENTS Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH by CONX CORP. Up to 2,120,269 of its Class A Common Stock at a Purchase Price of $10.585614 Per Share, Equal to a Pro Rata Share of the Trust Account (as defined herein) in Connection with its Consummation of a Proposed Business Combination THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON APRIL 29, 2024 UN |
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| April 1, 2024 |
Exhibit (d)(16) WAIVER AGREEMENT This Waiver Agreement (this “Waiver”), dated as of March 25, 2024, is being provided by CONX Corp. |
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| April 1, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX CORP. |
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| April 1, 2024 |
Exhibit (d)(14) THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). |
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| April 1, 2024 |
Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Class A Common Stock Pursuant to the Offer to Purchase For Cash dated April 1, 2024 by CONX Corp. |
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| April 1, 2024 |
Commencement Press Release, dated April 1, 2024. Exhibit (a)(5) CONX Corp. Announces Tender Offer to Complete Business Combination April 1, 2024 — 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 “P |
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| April 1, 2024 |
Exhibit (i) CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) CONX Corp. (Exact name of Registrant as Specified in its Charter) Table 1 — Transaction Valuation Transaction Valuation Fee rate Amount of filing fee(2) Fees to Be Paid $ 22,445,168(1) 0.0001476 $ 3,312,90 Fees Previously Paid — — Total Transaction Valuation $ 22,445,168(1) Total Fees due for Filing $ 3,312.90 Total Fees Previous |
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| March 29, 2024 |
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, 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 001-396 |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 (March 10, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commissio |
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| March 11, 2024 |
Exhibit 10.1 PURCHASE AND SALE AGREEMENT (5701 South Santa Fe Boulevard, Littleton, Colorado) THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 10th day of March, 2024, by and between EchoStar Real Estate Holding L.L.C., a Colorado limited liability company (“Seller”), and CONX CORP., a Nevada corporation (“Purchaser”). Recitals A. The term “Property,” as used her |
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| March 11, 2024 |
Exhibit 10.1 PURCHASE AND SALE AGREEMENT (5701 South Santa Fe Boulevard, Littleton, Colorado) THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 10th day of March, 2024, by and between EchoStar Real Estate Holding L.L.C., a Colorado limited liability company (“Seller”), and CONX CORP., a Nevada corporation (“Purchaser”). Recitals A. The term “Property,” as used her |
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| March 11, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 (March 10, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commissio |
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| February 20, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2024 (February 14, 2024) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Com |
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| November 9, 2023 |
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 September 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 |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2023 (November 2, 2023) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commi |
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| November 8, 2023 |
Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONX CORP. (November 3, 2023) CONX Corp., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CONX Corp.” The original articles of incorporation were filed in the office of the Secretary of Sta |
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| November 8, 2023 |
Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR, AT MAKER’S REQUEST, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 (November 1, 2023) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commi |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D |
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| November 1, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT November 1, 2023 Subject to the terms and conditions hereof, the parties intend to enter into this agreement (the “Agreement”), pursuant to which Charles W. Ergen or an affiliate (the “Subscriber”) will subscribe for the contingent right to receive shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) for $1 |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):November 1, 2023 (October 30, 2023) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commis |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2023 CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File Number) |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D |
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| October 12, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| September 29, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| August 18, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 (August 14, 2023) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commiss |
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| August 9, 2023 |
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 001-3 |
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| July 10, 2023 |
CONX / CONX Corp - Class A / Jericho Capital Asset Management L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2023 (June 1, 2023) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 2, 2023 |
Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONX CORP. (June 2, 2023) CONX Corp., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CONX Corp.” The original articles of incorporation were filed in the office of the Secretary of State |
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| June 2, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR, AT MAKER’S REQUEST, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2023 CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| May 9, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR, AT MAKER’S REQUEST, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| May 9, 2023 |
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, 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. ( |
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| May 9, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 28, 2023 |
PRE 14A 1 tm2313915-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| April 11, 2023 |
CONX / CONX Corp - Class A / Jericho Capital Asset Management L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 1, 2023 |
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, 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 001-396 |
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| February 14, 2023 |
CONX / CONX Corp. / Jericho Capital Asset Management L.P. Passive Investment SC 13G/A 1 jericho-conx123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CONX CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 212873103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 14, 2023 |
EX-99.B 3 d467763dex99b.htm EX-99.B EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and James Danza, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capita |
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| February 14, 2023 |
CONX / CONX Corp. / MOORE CAPITAL MANAGEMENT, LP - SC 13G Passive Investment SC 13G 1 d467763dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Conx Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 212873103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the app |
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| February 14, 2023 |
EX-99.A 2 d467763dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of Conx Corp., dated as of February 14, 2023, 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 pursua |
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| January 24, 2023 |
CONX / CONX Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* CONX Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 212873103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 24, 2023 |
EX-99.2 3 tm234268d2ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 24, 2023 |
EX-99.1 2 tm234268d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of AF ACQUISITION CORP dated as of December 31, 2022 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 wi |
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| November 8, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 1, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR, AT MAKER’S REQUEST, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| November 1, 2022 |
EX-3.1 2 tm2229147d3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONX CORP. (October 31, 2022) CONX Corp., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CONX Corp.” The original articles of incorporation were filed in |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 (October 31, 2022) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commi |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File Number) |
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| October 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| October 13, 2022 |
Filed by CONX Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CONX Corp. Commission File No.: 001-39677 CONX Files Proxy Statement for Stockholders to Vote on Extension of Completion Period; Discloses Preliminary Discussions Regarding Business Combination Littleton, Colorado, October 12, |
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| October 12, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Schedule 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ????) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitte |
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| October 12, 2022 |
United States securities and exchange commission logo October 12, 2022 Kyle Kiser Chief Executive Officer CONX Corp. |
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| October 12, 2022 |
If theExtensionAmendmentProposalisapprovedandthe Extensionisimplemented,theremovalof theWithdrawalAmount from the Trust Account in connection with the Election will reduce theamountheldintheTrustAccountfollowingtheElection. |
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| September 26, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Schedule 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ????) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted |
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| August 29, 2022 |
United States securities and exchange commission logo August 29, 2022 Kyle Jason Kiser Chief Executive Officer CONX Corp. |
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| August 26, 2022 |
Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 WWW.SULLCROM.COM 125 Broad Street New York, New York 10004-2498 los angeles ? Palo Alto ? washington, D.C. Brussels ? Frankfurt ? london ? paris Beijing ? Hong Kong ? Tokyo Melbourne ? Sydney August 26, 2022 VIA EDGAR Office of Real Estate & Construction, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, N.E., Was |
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| August 9, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 1, 2022 |
United States securities and exchange commission logo August 1, 2022 Kyle Jason Kiser Chief Executive Officer CONX Corp. |
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| May 10, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 16, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39677 CUSIP Number: 212873202 (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 14, 2022 |
CONXU / CONX Corp. Unit / Palestra Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CONX Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 212873202** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2022 |
CONX / CONX Corp. / Jericho Capital Asset Management L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 4, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 001-3 |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2022 CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File Number) |
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| January 14, 2022 |
CONX / CONX Corp. / Magnetar Financial LLC - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CONX Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 212873103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| November 5, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 (October 29, 2021) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commi |
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| August 13, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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. |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 001-3 |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2021 CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001- 39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39677 CUSIP Number: 212873202 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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. (Exa |
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| March 31, 2021 |
Exhibit 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of December 31, 2020, CONX Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) Class A common stock, $0.0001 par value per share (?Class A commo |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CONX Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 212873202** (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CONX Corp (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 212873202 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CONX CORP. (Name of Issuer) UNITS (Title of Class of Securities) 212873202 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 CONX Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 212873103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 12, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 12th day of February, 2021, by and between Charles W. Ergen and nXgen Opportunities, LLC. The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G (to which this Agreement is an exhibit) is filed on behalf of each of the parties to th |
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| January 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2021 (January 27, 2021) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001- 39677 85-2728630 (State or other jurisdiction of incorporation) (Comm |
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| December 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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 C |
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| November 9, 2020 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of CONX Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 3, 2020 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of CONX Corp. Opinion on the Financial Statement We have audited the |
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| November 9, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2020 (November 3, 2020) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001- 39677 85-2728630 (State or other jurisdiction of incorporation) (Comm |
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| November 3, 2020 |
Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONX CORP. (October 29, 2020) CONX Corp., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CONX Corp.” The original articles of incorporation were filed with the Secretary of State of the State of Nevada on August 26, 2020 ( |
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| November 3, 2020 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 29, 2020, is by and between CONX Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is enga |
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| November 3, 2020 |
Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2020, is made and entered into by and among CONX Corp., a Nevada corporation (the “Company”), nXgen Opportunities, LLC, a Colorado limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Ho |
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| November 3, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 29, 2020 by and between CONX Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-249 |
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| November 3, 2020 |
Exhibit 3.2 BYLAWS OF CONX CORP. (THE “CORPORATION”) (October 29, 2020) Article I OFFICES Section 1.1 Principal Office. The principal office of the Corporation shall be located at 5701 S. Santa Fe Dr. Littleton, CO 80120, or such other place within or outside the State of Nevada as shall be fixed from time to time by the Board of Directors of the Corporation (the “Board”). Section 1.2 Additional O |
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| November 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2020 (October 29, 2020) CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001- 39677 85-2728630 (State or other jurisdiction of incorporation) (Comm |
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| November 3, 2020 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 29, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among CONX Corp., a Nevada corporation (the “Company”), and nXgen Opportunities, LLC, a Colorado limited liability company (the “Pur |
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| November 3, 2020 |
Exhibit 1.1 75,000,000 Units CONX Corp. UNDERWRITING AGREEMENT October 29, 2020 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: CONX Corp., a corporation organized under the laws of Nevada (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you (the “Underwriter”) 75,000,000 units (the “U |
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| November 3, 2020 |
Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is made and entered into as of October 29, 2020 between CONX Corp., a Nevada corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate p |
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| November 3, 2020 |
Exhibit 10.1 October 29, 2020 CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CONX Corp., a Nevada corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Underwriter |
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| October 30, 2020 |
Regulation FD Disclosure - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2020 CONX Corp. (Exact name of registrant as specified in its charter) Nevada 001-39677 85-2728630 (State or other jurisdiction of incorporation) (Commission File Number) |
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| October 30, 2020 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-249223 PROSPECTUS CONX Corp. $750,000,000 75,000,000 Units CONX Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets, which we refer to as our initial bus |
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| October 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONX Corp. (Exact name of registrant as specified in its charter) Nevada 85-2728630 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5701 S. Santa Fe Dr. Littleton, C |
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| October 29, 2020 |
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 October 29, 2020 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: CONX Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-249223) Dear Mr. Regan: In accordance |
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| October 29, 2020 |
[CONX Corp. Letterhead] October 29, 2020 VIA EDGAR Securities and Exchange Commission, Division of Corporation Finance, Office of Real Estate & Construction 100 F Street, N.E., Washington, D.C. 20549. Attention: Ruairi Regan Re: Acceleration Request for CONX Corp. Registration Statement on Form S-1 (File No. 333-249223) Dear Mr. Regan: Pursuant to Rule 461 under the Securities Act of 1933, as amen |
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| October 26, 2020 |
Specimen Restricted Class A Common Stock Certificate. Exhibit 4.5 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER SUCH ACT AND THE TRANSACTION IS QUALIFIED UNDER APPLICABLE STATE LAW OR |
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| October 26, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2020, is by and between CONX Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in a |
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| October 26, 2020 |
Exhibit 3.3 BYLAWS OF CONX CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Principal Office. The principal office of the Corporation shall be located at 5701 S. Santa Fe Dr. Littleton, CO 80120, or such other place within or outside the State of Nevada as shall be fixed from time to time by the Board of Directors of the Corporation (the “Board”). Section 1.2 Additional Offices. The Corpora |
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| October 26, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 Units CONX Corp. UNDERWRITING AGREEMENT , 2020 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: CONX Corp., a corporation organized under the laws of Nevada (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you (the “Underwriter”) units (the “Units”) of the Company (said unit |
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| October 26, 2020 |
Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is made and entered into as of , 2020 between CONX Corp., a Nevada corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate protection |
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| October 26, 2020 |
Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2020, is made and entered into by and among CONX Corp., a Nevada corporation (the “Company”), nXgen Opportunities, LLC, a Colorado limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” ( |
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| October 26, 2020 |
Exhibit 10.1 [], 2020 CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CONX Corp., a Nevada corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Underwriter”), rela |
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| October 26, 2020 |
Exhibit 14 CONX CORP. CODE OF ETHICS Effective [ ] I. INTRODUCTION The Board of Directors (the “Board”) of CONX Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company (as def |
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| October 26, 2020 |
Form of Compensation Committee Charter. Exhibit 99.2 CONX CORP. COMPENSATION COMMITTEE CHARTER Effective [], 2020 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of CONX Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving the compensation of the Company’s Chief Executi |
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| October 26, 2020 |
Exhibit 99.3 CONSENT OF PERSON NAMED AS ABOUT TO BECOME DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-1 of CONX Corp. (the “Registrant”), and all amendments thereto and any related prospectus or prospectus supplement filed pursuant to Rule 424 under the Securities Act of 1933, as am |
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| October 26, 2020 |
Form of Audit Committee Charter. Exhibit 99.1 CONX Corp. AUDIT COMMITTEE CHARTER Effective [], 2020 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of CONX Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requirements. To assist the Board in fulf |
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| October 26, 2020 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CONX CORP. Incorporated Under the Laws of the State of Nevada CUSIP 212873 111 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of |
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| October 26, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 23, 2020. Registration No. 333-249223 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONX Corp. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation |
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| October 26, 2020 |
Form of Amended and Restated Articles of Incorporation. Exhibit 3.2 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONX CORP. [], 2020 CONX Corp., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CONX Corp.” The original articles of incorporation were filed with the Secretary of State of the State of Nevada on August 26, 2020 (the “Origi |
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| October 26, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2020 by and between CONX Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-249223 (the |
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| October 26, 2020 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and Sponsor. Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among CONX Corp., a Nevada corporation (the “Company”), and nXgen Opportunities, LLC, a Colorado limited liability company (the “Purchaser” |
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| October 26, 2020 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 212873 202 CONX CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common stock, par value $0.0001 |
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| October 26, 2020 |
Specimen Class A Common Stock Certificate. Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 212873 103 CONX CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of CONX Corp., a Nevada corporation (the “Company”), transferable on the books of the Company in person or by duly authorized attorney upo |
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| October 1, 2020 |
Exhibit 3.1 Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov ABOVE SPACE IS FOR OFFICE USE ONLY 3URIHVVLRQDO &RUSRUDWLRQ Agent (name and address below) (WLWOH and address below) Agent:(QDPH RQO\ EHORZ) unable to sign the Articles of Incorporation, submit a separate signed Registered |
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| October 1, 2020 |
Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 WWW.SULLCROM.COM 125 Broad Street New York, New York 10004-2498 los angeles • Palo Alto • washington, D.C. Brussels • Frankfurt • london • paris Beijing • Hong Kong • Tokyo MELBOURNE • SYDNEY October 1, 2020 VIA EDGAR Office of Real Estate & Construction, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, N.E., Was |
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| October 1, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 1, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONX Corp. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 6770 |
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| October 1, 2020 |
Securities Subscription Agreement between the Registrant and Charles W. Ergen. Exhibit 10.7 CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120 August 28, 2020 Charles W. Ergen 5701 S. Santa Fe Dr. Littleton, CO 80120 RE: Securities Subscription Agreement CONX Corp., a Nevada corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Charles W. Ergen (“Subscriber” or “you”), to purchase 28,750,000 shares (the “Shares”) of Class B common stock of the Co |
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| October 1, 2020 |
Promissory Note issued to Charles W. Ergen. Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| September 30, 2020 |
United States securities and exchange commission logo September 30, 2020 Jason Kiser Chief Executive Officer CONX Corp. |
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| September 30, 2020 |
United States securities and exchange commission logo September 30, 2020 Jason Kiser Chief Executive Officer CONX Corp. |
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| September 3, 2020 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on September 2, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. |
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| September 3, 2020 |
CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120 Exhibit 10.7 CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120 August 28, 2020 Charles W. Ergen 5701 S. Santa Fe Dr. Littleton, CO 80120 RE: Securities Subscription Agreement CONX Corp., a Nevada corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Charles W. Ergen (“Subscriber” or “you”), to purchase 28,750,000 shares (the “Shares”) of Class B common stock of the Co |
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| September 3, 2020 |
ARTICLES OF INCORPORATION CONX CORP. August 26, 2020 ARTICLE I Exhibit 3.1 Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov ABOVE SPACE IS FOR OFFICE USE ONLY 3URIHVVLRQDO &RUSRUDWLRQ Agent (name and address below) (WLWOH and address below) Agent:(QDPH RQO\ EHORZ) unable to sign the Articles of Incorporation, submit a separate signed Registered |
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| September 3, 2020 |
Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
