UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of |
| (IRS Employer |
(Address of principal executive offices)
(
(phone number)
Securities registered pursuant to Section 12(b) of the Act: None(1)
(1) The Company’s Class A common stock and public warrants are traded on the over-the-counter market under the symbol “CNXX” and “CNXXW,” respectively.
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of March 11, 2026
CONX CORP.
Form 10-Q
For the period ended June 30, 2025
INDEX
Item 1. | Financial Statements: | PAGE |
Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 | 2 | |
3 | ||
4 | ||
5 | ||
Unaudited Notes to Condensed Consolidated Financial Statements | 6 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | |
29 | ||
30 | ||
|
| |
|
| |
31 | ||
31 | ||
31 | ||
31 | ||
31 | ||
31 | ||
31 | ||
32 | ||
1
CONX CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | | December 31, 2024 | |||
(Unaudited) | ||||||
Assets | | |||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Available for sale debt securities (amortized cost $ | | | ||||
Accounts receivable | — | | ||||
Prepaid expenses and current assets |
| | | |||
Total current assets | $ | | $ | | ||
Fixed Assets, net | | | ||||
Rent Receivable | | | ||||
Goodwill | | | ||||
Intangible Assets, net | | | ||||
Equity investments at fair value - EchoStar Holdings | | | ||||
Deferred tax asset, net | | | ||||
Deferred research and development tax credit | | — | ||||
Total assets | $ | | $ | | ||
Liabilities and Stockholders’ Deficit: | ||||||
Current liabilities: |
| |||||
Accounts payable | $ | | $ | | ||
Accrued expenses and other current liabilities | | | ||||
Deferred Income | | | ||||
Contingent Consideration | | — | ||||
Current portion of long term debt | — | | ||||
Total current liabilities | $ | | $ | | ||
Contingent Consideration - non-current |
| | | |||
Security deposit | | | ||||
Long term debt | | | ||||
Deferred tax liability | | | ||||
Convertible preferred stock liability | | | ||||
Derivative warrant liabilities | | | ||||
Total liabilities | $ | | $ | | ||
Stockholders’ Deficit: |
| |||||
Class A common stock, $ |
| | | |||
Additional paid-in capital |
| | | |||
Accumulated other comprehensive income | | | ||||
Accumulated deficit |
| ( | ( | |||
Total Stockholders’ Deficit: |
| ( | ( | |||
Total Liabilities and Stockholders’ Deficit | $ | | $ | | ||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
2
CONX CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three months ended June 30, | For the Six months ended June 30, | |||||||||||
| 2025 | | 2024 | | 2025 | | 2024 | |||||
Rental income | $ | | $ | | | $ | | |||||
Sales income | | — | | — | ||||||||
Total Income | | | | | ||||||||
Depreciation and amortization expense | | | | | ||||||||
General and administrative expenses | | | | | ||||||||
Loss from operations | ( | ( | ( | ( | ||||||||
Other income (expense) | ||||||||||||
Change in fair value of equity forward | — | | — | | ||||||||
Change in fair value of derivative warrant liabilities | | | | | ||||||||
Change in fair value of contingent consideration | ( | — | ( | — | ||||||||
Change in fair value of equity investment | | — | | — | ||||||||
Unrealized gain/loss on cash equivalents held in investment account | | ( | | ( | ||||||||
Government grant received | | — | | — | ||||||||
Interest income and realized gain on cash or cash equivalents held in investment account | | | | | ||||||||
Interest income on cash or investments held in Trust Account | — | | — | | ||||||||
Total other income (expense), net | | | | | ||||||||
Income before income tax expense | | | | | ||||||||
Income tax expense | | | | | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Other comprehensive income (loss) | ||||||||||||
Unrealized gain (loss) on available-for- sale securities | | — | | — | ||||||||
Foreign currency translation adjustment | ( | — | | — | ||||||||
Comprehensive income | $ | | $ | — | | $ | — | |||||
Weighted average shares used in computing net income per common share |
| |||||||||||
Class A - Common stock (Basic) | | | | | ||||||||
Class A - Common stock (Diluted) | | | | | ||||||||
Class B - Common stock (Basic & Diluted) | — | | — | | ||||||||
Basic net income per common share |
| |||||||||||
Class A - Common stock | $ | | $ | | | $ | | |||||
Class B - Common stock | $ | — | $ | | — | $ | | |||||
Diluted net income per common share | ||||||||||||
Class A - Common Stock | $ | | $ | | | $ | | |||||
Class B - Common Stock | $ | — | $ | | — | $ | | |||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
CONX CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 | |||||||||||||||||||||||
Class A | Class B | ||||||||||||||||||||||
Other | Additional | Total | |||||||||||||||||||||
| Comprehensive | paid-in |
| Accumulated | shareholders’ | ||||||||||||||||||
| Shares | | Amount | | Shares | | Amount | | Income | | Capital | | Deficit | | Deficit | ||||||||
Balance-January 1, 2025 | | $ | | — | $ | — | $ | | $ | | $ | ( | $ | ( | |||||||||
Foreign currency translation |
| — | — | — | — | | — | — | | ||||||||||||||
Unrealized gain on available for sale securities |
| — | — |
| — |
| — |
| |
| — |
| — |
| | ||||||||
Net income | — | — | — | — | — | — | | | |||||||||||||||
Balance—March 31, 2025 (unaudited) | | | — | — | | | ( | ( | |||||||||||||||
Foreign currency translation | — | — | — | — | ( | — | — | ( | |||||||||||||||
Unrealized gain on available for sale securities | — | — | — | — | | — | — | | |||||||||||||||
Stock Compensation expense | — | — | — | — | — | | — | | |||||||||||||||
Net Income | — | — | — | — | — | — | | | |||||||||||||||
Balance- June 30, 2025 (unaudited) | | $ | | — | $ | — | $ | | $ | | $ | ( | $ | ( | |||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 | ||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||
Other | Additional | Total | ||||||||||||||||||||
Comprehensive | paid-in | Accumulated | shareholders’ | |||||||||||||||||||
| Shares | | Amount | | Shares | | Amount | | Income (loss) | | Capital | | Deficit | | Deficit | |||||||
Balance-January 1, 2024 | | $ | | | $ | | — | — | $ | ( | $ | ( | ||||||||||
Accretion Adjustment | — | — | — | — | — | — | ( | ( | ||||||||||||||
Net income |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| | ||||||
Balance—March 31, 2024 (unaudited) |
| | |
| | | — | — | ( | ( | ||||||||||||
Accretion Adjustment | — | — | — | — | — | — | | | ||||||||||||||
Deferred Underwriting Fee | — | — | — | — | — | — | | | ||||||||||||||
Excise Tax imposed on Common Stock Redemption | — | — | — | — | — | — | ( | ( | ||||||||||||||
Class A Shares for Public Shareholders | | | — | — | — | — | | | ||||||||||||||
Carry Value and purchase price variance | — | — | — | — | — | — | ( | ( | ||||||||||||||
Additional paid in capital Conversion of Class B Common Stock | | | ( | ( | — | — | — | — | ||||||||||||||
Net Income | — | — | — | — | — | — | | | ||||||||||||||
Balance-June 30, 2024 (unaudited) | | $ | | — | $ | — | — | — | $ | ( | $ | ( | ||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
CONX CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, | ||||||
| 2025 | | 2024 | |||
Cash flows from Operating Activities: | | |||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||
Stock Compensation expense | | — | ||||
Depreciation and amortization expense | | | ||||
Change in fair value of contingent consideration | | — | ||||
Change in fair value of derivative warrant liabilities | ( | ( | ||||
Unrealized foreign exchange loss | | — | ||||
Loss on available for sale securities | | — | ||||
Change in fair value of equity investment | ( | — | ||||
Interest earned on cash or investments held in Trust Account | — | ( | ||||
Change in fair value of equity forward liability | — | ( | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and current assets | ( | ( | ||||
Rent Receivable | ( | ( | ||||
Accounts receivable | | — | ||||
Accounts payable | ( | ( | ||||
Accrued expenses and other current liabilities |
| | | |||
Deferred research and development tax credit | ( | — | ||||
Deferred taxes | | — | ||||
Deferred rent | — | | ||||
Security deposit | — | | ||||
Deferred legal fees | — | ( | ||||
Net cash provided by (used in) operating activities | $ | | $ | ( | ||
Investing Activities | ||||||
Cash distributed from trust account | — | | ||||
Purchase of common controlled Building and Land | — | ( | ||||
Proceeds from sale of available for sale securities | | — | ||||
Purchases of available for sale securities | ( | — | ||||
Net cash provided by (used in) investing activities | $ | ( | $ | ( | ||
Financing Activities | ||||||
Redemption of Class A common stock | — | ( | ||||
Proceeds from Issuance of Convertible Preferred Stock | — | | ||||
Repayment of Extension Note | — | ( | ||||
Proceeds from Working Capital Loan | — | | ||||
Repayment of Working Capital Loan | — | ( | ||||
Repayment of short-term debt | ( | — | ||||
Net cash provided by (used in) financing activities | $ | ( | $ | | ||
Net change in cash | $ | ( | $ | | ||
Cash and Cash Equivalents—beginning of the period | $ | | $ | | ||
Cash and Cash Equivalents—end of the period | $ | | $ | | ||
Cash paid for income taxes | $ | | $ | | ||
Excise tax liability accrued for common stock redemptions | $ | — | $ | | ||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
CONX CORP.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Description of Organization, Business Operations and Basis of Presentation
Unless the context otherwise requires, throughout this Quarterly Report on Form 10-Q, the words “CONX” “CNXX,” “CONX Corp,” “we,” “us,” the “registrant” or the “Company” refer to CONX Corp. and its subsidiaries (as applicable).
CONX Corp. (the “Company” or “we,” “our” or “us”) was incorporated in Nevada on August 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
On October 15, 2024, the Company formed
On November 15, 2024, the Company formed a wholly owned subsidiary, CONX Properties, LLC, under the laws of Colorado (“CONX Properties”). The subsidiary was established to hold and manage all real estate holdings of the Company. On December 20, 2024, CONX Properties assumed the lease and was assigned the deed of the commercial real estate Property in Littleton, Colorado, described below, from CONX Corp.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accounts of the newly formed subsidiaries have been included in the unaudited condensed consolidated financial statements since their respective dates of formation. All significant intercompany accounts and transactions have been eliminated in consolidation.
Prior to the completion of the asset acquisition, the Company had not yet commenced operations. All activity for the period from August 26, 2020 (inception) through May 1, 2024 related to the Company’s initial public offering and subsequent search for a potential Business Combination target. The Company did not generate any operating revenues until after the completion of its initial Business Combination.
Completion of Business Combination
On March 10, 2024, the Company entered into a definitive purchase and sale agreement (as amended by that certain Amendment No. 1 thereto, dated May 1, 2024, the “Purchase Agreement”) with EchoStar Real Estate Holding L.L.C. (the “Seller”), a subsidiary of EchoStar Corporation (“EchoStar”), which provided for our purchase from Seller of the commercial real estate property (the “Property”) in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $
On March 22, 2024, the Company received a letter from Deutsche Bank Securities Inc. (“DBSI”) whereby DBSI agreed to waive, in connection with the Business Combination, its entitlement to any portion of the deferred underwriting fee due to it pursuant to that certain underwriting agreement, dated October 29, 2020, entered into in connection with the Initial Public Offering by and between the Company and DBSI. Furthermore, DBSI disclaimed any responsibility for any portion of any registration statement or proxy statement, as applicable, that may be filed by the Company or any of its affiliates in connection with the Transaction. In connection with this, the Company reclassified the deferred underwriting fee of $
6
On March 25, 2024, the Company waived the lock-up restrictions set forth in Section 7(a) of that certain letter agreement among the Company, nXgen, and the other initial stockholders with respect to
On May 1, 2024 (the “Closing Date”), the Company completed its previously announced purchase from EchoStar Real Estate Holding L.L.C. (“Seller”), a subsidiary of EchoStar Corporation (“EchoStar”), of that certain commercial real estate property (the “Property”) in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $
In connection with the Transaction, each share of the then-issued and outstanding Class B common stock, par value $
In connection with the consummation of the Transaction, the Company provided all holders of shares of its Class A common stock, par value of $
Pursuant to the Tender Offer Statement on Schedule TO originally filed with the SEC by the Company on April 1, 2024 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to
On May 2, 2024, the Nasdaq Hearings Panel notified the Company of the Panel’s determination that the Company’s securities would be delisted from Nasdaq. Trading of the Company’s securities on Nasdaq was suspended at the open of trading on May 6, 2024. On June 24, 2024, the Company withdrew its appeal of the Panel’s decision and the Nasdaq Listing and Hearing Review Council did not call the matter for review. On July 19, 2024, Nasdaq filed a Form 25 with the Securities and Exchange Commission to delist the Company’s securities from Nasdaq. The delisting became effective on July 29, 2024. The Company’s Class A Common Stock and Public Warrants are traded on the over-the-counter market under the symbol “CNXX” and “CNXXW,” respectively.
On August 7, 2024, the SEC declared effective the Company’s registration statement on Form S-1 registering the issuance of up to
PIPE Investment
On September 30, 2024, the Company and certain other investors (such investors together with the Company, the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) with EchoStar, pursuant to which the PIPE Investors agreed, subject to the terms and conditions set forth therein, to purchase from EchoStar an aggregate of
7
Company’s PIPE Subscription Agreement represented an agreement to purchase from EchoStar an aggregate of
On November 12, 2024, we and certain other investors completed the purchase from EchoStar of an aggregate of
RED Tech Acquisition
On December 5, 2024, we completed the purchase of Red Technologies SAS, a société par actions simplifiée organized under the laws of France, through our wholly-owned subsidiary, RED US, for a maximum purchase price of $
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2024. Certain information or footnote disclosures normally included in the unaudited condensed financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s annual report on Form 10-K, as filed with the SEC on November 28, 2025. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the period ended December 31, 2025 or for any future periods.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
We routinely assess the financial strength of significant customers. As discussed in Note 1, the Property is leased to one tenant pursuant to the Seller Lease Agreement. As the tenant currently has liquidity concerns evidenced by going concern disclosure in its public filings, we will continue to monitor the realization of the rent receivable under the Seller Lease Agreement.
Reclassifications
Certain prior-period amounts have been reclassified to conform to the current-period presentation. Specifically, rent receivable previously classified within current assets has been reclassified to non-current assets to reflect the portion of rent receivable that is not expected to be collected within twelve months. This reclassification was made to improve comparability between periods and did not impact previously reported net income, total assets, total liabilities, stockholders’ equity, or cash flows.
8
Debt and Equity Securities
The Company accounts for its investments in accordance with ASC 320, Investments - Debt Securities, ASC 326 - 30, Financial Instruments - Credit Losses - Available - for - Sale Debt Securities, and ASC 321, Investments - Equity Securities. Securities with original maturities of three months or less at the date of purchase are classified as cash equivalents. All other debt and equity securities are classified as available-for-sale and are carried at fair value as of each balance sheet date.
Unrealized gains and losses on available-for-sale securities are recorded in other comprehensive income (loss), net of applicable income taxes, until realized. Realized gains and losses are recognized in other income (expense), net in the condensed consolidated statements of operations when the securities are sold or otherwise disposed of.
The Company evaluates its available-for-sale securities for other-than-temporary impairment at each reporting date. In making this assessment, management considers the duration and severity of any decline in fair value, the financial condition and near-term prospects of the issuer, and the Company’s intent and ability to hold the investment until recovery of its amortized cost basis.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, in accordance with ASC 805. The identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree are recognized at their fair values on the acquisition date. The excess of the consideration transferred over the fair value of net assets acquired is recorded as Goodwill. Acquisition-related costs are expensed as incurred and are included in other expenses in the Condensed Consolidated Statements of Operations.
Intangible Assets
The Company’s intangible assets consist solely of a founder non‑compete agreement and a licensing agreement acquired in the Transaction. These finite‑lived intangible assets are amortized over their estimated useful lives on a straight‑line basis, with amortization expense included in General and Administrative expenses.
Impairment of Long-Lived Assets
In accordance with ASC 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is assessed by comparing the carrying value to the undiscounted future cash flows the asset is expected to generate. If the carrying amount exceeds undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and the asset’s fair value.
Research and Development Tax Credit
The Company recognizes the benefit of research and development (“R&D”) tax credits as a reduction to income tax expense in the period the related qualified expenditures are incurred and when realization is more likely than not. Deferred tax assets related to unutilized R&D credits are evaluated for recoverability based on expected future taxable income and other relevant factors.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation. The Company maintains the 2024 Non-Employee Director Stock Incentive Plan, which authorizes grants of non-statutory stock options to non-employee directors. Option awards are measured at fair value on the grant date using the Black-Scholes option-pricing model and recognized as expense on the grant date when the awards are fully vested. Stock-based compensation expense is included in general and administrative expenses.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash, cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their short-term nature. Financial instruments that are measured at fair
9
value on a recurring basis are recorded at fair value in the unaudited condensed consolidated balance sheets in accordance with FASB ASC Topic 820, “Fair Value Measurements.”
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement
Segment Reporting
The Company operates through
The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available.
As of June 30, 2025 and December 31, 2024, the Company’s operating and reportable segments include:
| ● | Technology & Telecommunications Operations – The Technology & Telecommunications Operations segment is comprised of Red Technologies and derives revenue from providing cloud-based solutions and operated 5G connectivity solutions that democratize access to 5G technology for companies aiming to modernize their communications infrastructure in both the U.S. and European markets. |
| ● | Infrastructure & Real Estate - The Infrastructure & Real Estate segment includes the operation of our commercial Property in Littleton, Colorado, comprising the headquarters of DISH Wireless. We derive revenue primarily from rent received from the operation of real estate property. |
10
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews the following key metrics:
For the six months ended June 30, 2025:
By Reportable Segment | | France | | North America | | Consolidated | |||
Revenue | $ | | $ | | $ | | |||
Depreciation and Amortization |
| |
| |
| | |||
General and administrative expenses |
| |
| |
| | |||
Other Income |
| |
| |
| | |||
Other Expenses |
| |
| |
| | |||
Income tax expense | — | ||||||||
Net income (loss) | $ | ( | $ | | $ | | |||
For the three months ended June 30, 2025:
By Reportable Segment | | France | | North America | | Consolidated | |||
Revenue | $ | | $ | | $ | | |||
Depreciation and Amortization |
| |
| | | ||||
General and administrative expenses |
| |
| | | ||||
Other Income |
| |
| | | ||||
Other Expenses |
| |
| | | ||||
Income tax expense | — | ||||||||
Net income (loss) | $ | ( | $ | | $ | | |||
Revenues are attributed to geographic areas based on the location of the customer, with the Technology & Telecommunications segment generating revenue primarily in France and the Infrastructure & Real Estate segment generating revenue in North America. Substantially all long-lived assets are located in North America.
Segment asset information is not presented because it is not used by the CODM at the segment level.
Convertible Preferred Stock
The Company accounts for convertible preferred stock in accordance with ASC 480 and related guidance. Convertible preferred stock is classified as a liability if it is mandatorily redeemable or redeemable at the option of the holder upon events outside the Company’s control. Such instruments are initially measured at fair value on the issuance date and subsequently at redemption value, with changes recognized in earnings if applicable.
Derivative Financial Instruments
The Company evaluated the Public and Private Warrants and the Equity Forward as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”).
The Company’s Public and Private Warrants derivative instruments are recorded at fair value as of the Initial Public Offering (November 3, 2020) and re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative assets and liabilities are classified on the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the Balance Sheet date. The Company has determined the Warrants are a derivative instrument. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurements and Disclosures,” with changes in fair value recognized in the condensed consolidated statements of operations in the period of change.
11
The Equity Forward was a liability classified instrument in accordance with ASC 480 because the underlying instrument contains a contingent redemption feature. The Equity Forward was recorded at fair value on the date of issuance and re-valued at each reporting period, with changes in the fair value reported in the condensed consolidated statements of operations.
Investments and Cash Held in Trust Account
Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which had been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of
Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash, which remained in the Trust Account. On September 29, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to hold all funds in the Trust Account in an interest-bearing deposit account with a financial institution in the United States. Accordingly, following the transfer to an interest-bearing deposit account, the amount of interest income (which we were permitted to use to pay our taxes and up to $
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, fair value measurements, impairment assessments, useful lives of long‑lived assets, valuation of intangible assets, contingent consideration, income taxes, and other items that require judgment. Actual results could differ materially from those estimates as additional information becomes available.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2025, the Company had cash of $
Fixed Assets, Net of Accumulated Depreciation
Property and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Because the Company and the Seller are entities under common control, the Property was initially recorded on the Company’s Condensed Consolidated Balance Sheets at the Seller’s historical cost less accumulated depreciation. The difference between the purchase consideration and the carrying value of the Property was recorded as an adjustment to accumulated deficit.
Depreciation is recorded on a straight-line basis over useful lives ranging from to
Revenue Recognition
In general, the Company commences rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. Contractual rental revenue is reported on a straight-line basis over the term of the
12
lease. Rent Receivable, as reported on the Condensed Consolidated Balance Sheets, represents cumulative rental income earned in excess of rent payments received pursuant to the terms of the lease agreement.
The Company must estimate the collectability of its Rent Receivable balances related to rental revenue. When evaluating the collectability of such balances, management considers the tenant’s creditworthiness, changes in the tenant’s payment patterns, and current economic trends. The Company writes off the tenant’s receivable balances if the Company considers the balances no longer probable of collection.
Red Technologies provides cloud-based 5G connectivity solutions to companies seeking to modernize their communications infrastructure. For the periods presented, the Company did not generate material revenue, as its activities have been primarily focused on research and development.
Future revenues may arise from licensing arrangements, collaboration agreements, or service contracts. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customer.
| ● | Licensing and collaboration revenues are recognized when the customer obtains control of the license or access to the technology. |
| ● | Service revenues are recognized over time as the services are performed. |
| ● | Upfront or advance payments received before performance obligations are satisfied are recorded as deferred revenue and recognized when the related goods or services are delivered. |
Because Red Technologies’ operations to date have focused on product development, no material revenue has been recognized for the periods presented.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates and may have an allowance for doubtful accounts to estimate expected credit losses in accordance with ASC 326, which is based on historical collection experience, the aging of receivables, customer credit quality, and current and expected economic conditions.
13
Net income Per Share of Common Stock
For The Three Months ended | For The Three Months ended | For The Six Months Ended | For The Six Months Ended | |||||||||||||||||||||
June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||||
| Class A | | Class B | | Class A | | Class B | | Class A | | Class B | | Class A | | Class B | |||||||||
Basic net income per share |
| | ||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of net income (loss) | $ | | $ | — | $ | | $ | | $ | | $ | — | $ | | $ | |||||||||
Less: Net income (loss) allocated to convertible preferred stock |
| |
| — |
| |
| | | — | ||||||||||||||
Net income (loss) attributable to common stock | | — | | | | — | | | ||||||||||||||||
Denominator: | ||||||||||||||||||||||||
Basic weighted average shares outstanding | | — | | | | — | | | ||||||||||||||||
Basic net income per share | | — | | | | — | | | ||||||||||||||||
Diluted net income per share | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Basic net income (loss) attributable to common stock | | — | | | | — | | | ||||||||||||||||
Add: net income (loss) allocated to convertible preferred stock | | — | | — | | — | | — | ||||||||||||||||
Net income (loss) applicable to common shareholders | | — | | | | — | | | ||||||||||||||||
Denominator: |
|
|
|
|
|
| ||||||||||||||||||
Weighted average common shares used in computing diluted net income per common share | | — | | | | — | | | ||||||||||||||||
Add: effect of dilutive stock options | | — | — |
| | — | — | — | ||||||||||||||||
Add: weighted average of Series A Redeemable Convertible Preferred Stock, as converted | | — | | — | | — | | — | ||||||||||||||||
Weighted average common shares used in computing diluted net income per common share | | — | | | | — | | | ||||||||||||||||
Diluted income applicable to common shareholders per common share | $ | | $ | — | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||||
Net income per share of common stock is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Income and losses are shared pro rata between the two classes of shares. The calculations above take into account the effect of the Company’s convertible preferred stock on an as-converted basis. When calculating its diluted net income per share, however, the Company has not considered the effect of the (i) Warrants issued in connection with the Initial Public Offering, and (ii) the Private Placement Warrants since the exercise of such warrants is anti-dilutive.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were
14
to unrecognized tax benefits as income tax expense.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, which requires additional disclosure of income taxes, including disaggregation of the effective tax rate reconciliation and information on income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on its disclosures.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The ASU provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, with early adoption permitted. The amendments in ASU 2025-05 should be applied prospectively. The Company is currently evaluating the impact of this ASU and believes that the adoption will not have a material impact on the unaudited condensed consolidated financial statements and related disclosures.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our Consolidated financial statements.
Note 3 – Accrued expense and other current liabilities
Accrued expense and other current liabilities at June 30, 2025 and December 31, 2024 consisted of the following:
| June 30, 2025 | | December 31, 2024 | |||
Accrued operating expenses | $ | | $ | | ||
Taxes payable |
| |
| | ||
Total Accrued expenses and other current liabilities |
| |
| | ||
Note 4 – Related Party Transactions
Founder Shares
On October 29, 2020, nXgen entered into a registration and stockholders’ rights agreement (the “Registration Rights Agreement”) pursuant to which nXgen is entitled to nominate three individuals for appointment to our board of directors, as long as nXgen holds any securities covered by the Registration Rights Agreement, and which entitles nXgen to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements. The Registration Rights Agreement does not provide for any maximum cash penalties nor any penalties connected with delays in registering the shares of Class A Common Stock.
On March 25, 2024, the Company waived the lock-up restrictions set forth in Section 7(a) of that certain letter agreement among the Company, nXgen, and the other initial stockholders with respect to
Equity Forward Transaction
On November 1, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the Founder or an affiliate (the “Subscriber”, and such subscription agreement, as amended by that certain amendment No. 1 to the subscription agreement, dated March 25, 2024, the “Subscription Agreement”).
15
On March 25, 2024, the Company and the Subscriber entered into an amendment to the Subscription Agreement amending the terms of the Preferred Stock issuable thereunder contingent upon, and substantially concurrently with, the consummation of the Transaction, to provide that (i) the issuance of shares of the Company’s common stock on conversion of the Preferred Stock will be subject to prior approval of the Company’s stockholders to the extent (and only to the extent) that such conversion would require stockholder approval under Nasdaq Rule 5635, and (ii) at any time and from time to time following the issuance of the Preferred Stock, the Company may redeem the Preferred Stock in whole or in part, at the option of the Company, at a price equal to $
On May 1, 2024, the Company completed its previously announced transaction (the “Equity Forward Transaction” or “Equity Forward”) pursuant to the terms of the Subscription Agreement. The closing of the Equity Forward Transaction was contingent upon the consummation of the Transaction. Prior to the Closing Date, Mr. Ergen assigned the Subscription Agreement in accordance with its terms to a trust established for the benefit of his family (the “Trust”). On the Closing Date, the Company issued and sold to the Trust
On the Closing Date, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Secretary of State of the State of Nevada setting forth the terms, rights, obligations and preferences of the Preferred Stock. Pursuant to the Certificate of Designation, on the tenth trading day following the date on which the volume-weighted average price for the Company’s common stock over any trading days within any preceding consecutive trading day period is greater than or equal to $
If the Preferred Stock has not earlier been converted, the Company will redeem each share of Preferred Stock after the date that is the fifth anniversary of the closing of the Company’s initial business combination, on not less than
The Preferred Stock entitles Subscriber to receive dividends equal to and in the same form as dividends actually paid on shares of the Company’s common stock, in each case, on an as-converted basis. The Preferred Stock does not have voting rights.
Related Party Loans
Working Capital Loans
On March 1, 2023, the Company entered into a promissory note with nXgen for working capital purposes, which was subsequently amended and restated, most recently on March 25, 2024, to increase the maximum principal amount available to $
Affiliate Revenues
As discussed in Note 1, the Company and Seller entered into the Seller Lease Agreement, pursuant to which DISH, an affiliate of EchoStar, leased the Property from the Company. The Company depends on affiliates of EchoStar for all revenues derived from its real estate operations. Under the Seller Lease Agreement, Seller serves as the tenant, and its obligations under the lease are guaranteed by DISH, an affiliate of the Seller.
Related Party Receivable
As of the end of the period, the Company recorded a related party receivable of approximately $
16
Under the terms of the triple-net lease agreement, DISH Wireless LLC is responsible for real estate taxes associated with the leased property. CONX Properties LLC paid the property taxes directly to the taxing authorities and subsequently invoiced DISH Wireless LLC for reimbursement. The receivable represents the unpaid portion of the reimbursable property taxes as of period end and is expected to be collected in the ordinary course of business.
Note 5 – Acquisitions
On December 5, 2024, the Company completed the purchase of Red Technologies SAS. The acquisition of Red Technologies SAS was accounted for as a business combination using the acquisition method pursuant to ASC 805, Business Combinations (“ASC 805”). As the acquirer for accounting purposes, the Company estimated the purchase price, assets acquired and liabilities assumed as of the acquisition date, with the excess of the purchase price over the fair value of net assets acquired recognized as goodwill.
The purchase price allocation as of the acquisition date is presented as follows:
Purchase consideration: | | ||
Cash paid | $ | | |
Cash due for holdback |
| | |
Contingent Consideration |
| | |
Total purchase consideration |
| | |
Purchase price allocation: | |||
Cash |
| | |
Accounts Receivable |
| | |
PP&E |
| | |
Intangible assets |
| | |
Goodwill |
| | |
Accounts payable and other current liabilities |
| ( | |
Deferred income |
| ( | |
Loans |
| ( | |
Fair value of net assets acquired |
| |
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from expanded market opportunities when integrating the acquired FCC License, a government authorization to use communication frequencies (“Operational License”), with the Company’s offerings as well as acquiring an assembled workforce. The goodwill balance is not deductible for income tax purposes.
As part of the purchase consideration, the Company agreed to make additional payments contingent on the occurrence of certain future events. The contingent consideration is required to be settled in cash and, in accordance with ASC 805-30-25-5 and ASC 480, has been classified as a liability. The fair value of the contingent consideration was estimated at $
As of June 30, 2025, the fair value of contingent consideration liability was remeasured to fair value of $
In connection with the acquisition, the Company entered into employment agreements with key members of the acquiree’s management team. The agreements are indefinite-term contracts under French law and provide for fixed gross monthly salaries of €
Acquisition-related costs were minimal and were expensed as incurred in accordance with ASC 805. See the Company’s annual report on Form 10-K for the period ended December 31, 2024.
17
The following table summarizes the fair value and useful life of intangible assets acquired in connection with the transaction as of December 31, 2024 and June 30, 2025:
| Fair Value | | Useful Life | ||
Founder non-compete | $ | |
| ||
License |
| |
| Indefinite | |
Total intangible assets | $ | |
| | |
Note 6 – Goodwill and Intangible Assets, Net
Goodwill as of June 30, 2025 and December 31, 2024 was $
The following table summarizes intangible assets, net:
| June 30, 2025 | | December 31, 2024 | |||
Founder non-compete | $ | | $ | | ||
License |
| |
| | ||
Total intangible assets |
| |
| | ||
Less: Accumulated Amortization |
| |
| — | ||
Total intangible assets, Net | $ | | $ | |
Amortization expense was $
The following table summarizes all future amortization expenses for all future years’ ended December 31:
Year Ended | | Amount | |
2025 (6 remaining months) | $ | | |
2026 | $ | | |
2027 | $ | | |
2028 | $ | | |
2029 and beyond | $ | | |
Total future amortization expense | $ | | |
Note 7 – Property and Equipment
Property and equipment consisted of the following on our Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024:
| Depreciable Life | | June 30, | | December 31, | |||
(in Years) | 2025 | 2024 | ||||||
Buildings and improvements |
| $ | | $ | | |||
Equipment and furniture | | | ||||||
Land |
| — |
| |
| | ||
Land improvements |
|
| |
| | |||
Total property and equipment |
| |
| |
| | ||
Accumulated depreciation |
| |
| ( |
| ( | ||
Property and equipment, net |
| | $ | | $ | | ||
The depreciation expense for the three and six months ended June 30, 2025 was $
18
Note 8 – Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Preferred Stock, Warrants and Independent Director Shares are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration and stockholder rights agreement neither provides for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. The registration statement was filed on Form S-1 on May 28, 2024, and was declared effective by the SEC on August 7, 2024.
Underwriting Agreement
The underwriters received an underwriting discount of $
Note 9 – Income Taxes
The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for net operating loss carryforwards and temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax incurred for the period plus or minus the change during the period in deferred tax assets and liabilities.
As of December 31, 2024, and June 30, 2025, the Company did
The Company’s effective tax rate differs from the U.S. federal statutory rate of
Note 10 – Long Term Debt
In May 2021, Bpifrance, acting on behalf of the French State under the France 2030 Investments for the Future program, awarded Red Technologies SAS total financial assistance of approximately €
The assistance consists of a non-repayable government grant representing about three-quarters of the total amount and a recoverable advance representing the remaining one-quarter, which is classified as a non-interest-bearing note payable. The advance carries no collateral, prepayment, or covenant provisions that would affect its repayment.
Repayments of the recoverable advance are deferred until after completion of the project. Under the terms of the agreement, repayments are to be made in quarterly installments over a period of roughly
As of June 30, 2025 and December 31, 2024, the Company had outstanding principal balances of approximately €
19
Note 11 – Stockholders’ Deficit
Class A Common Stock–The Company is authorized to issue
Class B Common Stock– The Company is authorized to issue
As of June 30, 2025, nXgen owns approximately
Holders of record of Class A common stock and holders of record of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of stock entitling the holder to
The Class B common stock automatically converted into Class A common stock at the time of the Business Combination on a
Preferred Stock – The Company is authorized to issue
Conversion – Preferred shares are to be automatically converted into shares of common stock on the tenth (10) trading day following the date on which the Volume-Weighted Average Price of the Company’s common stock over any twenty (
Redemption – Preferred shares may be redeemed by the Company upon the occurrence of certain events or at the election of the holders, subject to the terms of the certificate of designations. On May 1, 2029, the preferred shares will be automatically redeemed in cash by the Company, on not less than
Voting – Preferred holders are not entitled to vote on an as-converted basis with the common stock. Preferred holders may vote separately as a class on matters materially affecting their rights.
Liquidation – In the event of liquidation, dissolution, or winding up of the Company, holders of preferred stock are entitled to receive, prior to any distribution to common stockholders, an amount equal to the stated value per share plus any declared but unpaid dividends. Thereafter, holders of preferred shares are entitled to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of common stock would receive if the preferred shares were fully converted.
Dividends – Preferred holders are entitled to receive dividends, on an as-if-converted-to-common-stock basis and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are paid on shares of the common stock.
Note 12 – Warrants
As of June 30, 2025 and December 31, 2024, the Company had
20
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants were not be transferable, assignable or saleable until
The Company may call the Public Warrants for redemption:
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the last sales price (the “closing price”) of the Class A common stock equals or exceeds $ |
In addition, the Company may call the Public Warrants for redemption:
| ● | in whole and not in part; |
| ● | at $ |
| ● | if, and only if, the closing price of Class A common stock equals or exceeds $ |
| ● | if the closing price of Class A common stock for any |
In no event will the Company be required to net cash settle any warrant.
Note 13 – Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities.
21
The following tables present information about the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, 3 and indicate the fair value hierarchy of the valuation inputs the Company utilized to:
June 30, |
| December 31, | ||||||||
Description | | Level | | 2025 |
| Level | | 2024 | ||
Assets: | ||||||||||
Cash equivalents – U.S. Treasury Bills and other Debt securities (< 3 months) | 1 | $ | | 1 | $ | | ||||
Available for sale Debt Security | 1 | $ | | 1 | $ | | ||||
Equity investments at fair value - EchoStar Holdings | 1 | $ | | 1 | $ | | ||||
Liabilities: |
| |
| |||||||
Contingent Consideration |
| 3 | $ | | 3 | $ | | |||
Private Placement Warrants | 2 | $ | | 2 | $ | | ||||
Public Warrants | 2 | $ | | 2 | $ | | ||||
Cash Equivalents
As of June 30, 2025 and December 31, 2024, the carrying amount of cash equivalents held in the Company’s investment account was equal to or approximated fair value due to their short-term nature and proximity to current market rates. Cash equivalents primarily consist of U.S. Treasury bills and other highly liquid debt securities with original maturities of three months or less.
The Company determines the fair value of its marketable debt instruments in accordance with ASC 820, Fair Value Measurement. Trades executed on or near the measurement date are considered the best evidence of fair value. When quoted prices for identical securities are not available, the Company utilizes matrix pricing or other market-corroborated valuation techniques that consider such factors as par value, coupon rate, credit quality, maturity, and other relevant features.
Available for Sale Securities
The Company’s marketable debt securities classified as available-for-sale are carried at fair value, with unrealized gains and losses (net of tax) included in accumulated other comprehensive income. The cost of securities sold is determined using the specific identification method. The Company assesses its available-for-sale investments for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and if a decline in fair value is deemed other-than-temporary, the amortized cost basis of the security is written down through earnings.
At June 30, 2025, the Company held
Equity investments at fair value – EchoStar Holdings
As discussed above, on September 30, 2024, the Company and certain PIPE Investors entered into Subscription Agreements with EchoStar, pursuant to which the PIPE Investors agreed, subject to the terms and conditions set forth therein, to purchase from EchoStar an aggregate of
22
The asset associated with the equity investment is measured at fair value on the closing of the PIPE investment and on a recurring basis. The subsequent measurement of the equity as of June 30, 2025 and December 31, 2024, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker, SATS. SATS is publicly traded and subject to active market quotations, the Company has determined that its fair value is readily observable in the open market. Accordingly, the fair value of the security is based on quoted market prices in active markets for identical instruments. As such, the security is classified as Level 1 within the fair value hierarchy. The fair value of the PIPE Investment was $
The following tables present the changes in the fair value of equity investments at fair value during the three and six months ended June 30, 2025 and the year ended December 31, 2024:
Fair value as of November 12, 2024 | | $ | |
Change in fair value |
| ( | |
Fair value as of December 31, 2024 |
| | |
Change in fair value |
| | |
Fair Value as of March 31, 2025 | | ||
Change in fair value | | ||
Fair Value as of June 30, 2025 | $ | |
Contingent Consideration
The contingent consideration liability recognized in connection with the acquisition of Red Technologies is measured at fair value on a recurring basis and classified as a Level 3 fair value measurement within the fair value hierarchy. The fair value was determined using a probability-weighted discounted cash flow model, which incorporates management’s estimates regarding the likelihood of achieving specified performance milestones, expected timing of payments, and a risk-adjusted discount rate.
At December 5, 2024, the estimated fair value of the contingent consideration was approximately $
Changes in the fair value of the contingent consideration are recognized in earnings within other (income) expense, net in the period of remeasurement.
Changes in the estimated fair value of the contingent consideration liability during the three and six months ended June 30, 2025 were as follows:
Description | | ||
Contingent Consideration as of December 31, 2024 | $ | | |
Change in fair value of contingent consideration | $ | | |
Contingent Consideration as of March 31, 2025 | $ | | |
Change in fair value of contingent consideration | $ | | |
Contingent Consideration as of June 30, 2025 | $ | | |
Warrants
As of June 30, 2025 and December 31, 2024, the Company’s derivative warrant liabilities were valued at $
23
The liability associated with the Warrants is measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of June 30, 2025 and December 31, 2024, is classified as Level 2, as the observable market quote under the ticker CNXXW does not reflect an active market due to limited trading volume. Although quoted prices are available, the market is not considered active under ASC 820, and therefore the fair value measurement does not qualify as a Level 1 input.
The following tables present the changes in the fair value of derivative warrant liabilities during the year ended December 31, 2024, and June 30, 2025:
Aggregate Warrant | |||||||||
| Private Warrants | | Public Warrants | | Liability | ||||
Fair value as of December 31, 2023 | $ | | $ | | $ | | |||
Change in fair value |
| ( | ( | ( | |||||
Fair value as of March 31, 2024 | | | | ||||||
Change in fair value | ( | ( | ( | ||||||
Fair value as of June 30, 2024 | | | | ||||||
Change in fair value | | | | ||||||
Fair value as of September 30, 2024 | | | | ||||||
Change in fair value | ( | ( | ( | ||||||
Fair value as of December 31, 2024 | | | | ||||||
Change in fair value | ( | ( | ( | ||||||
Fair value as of March 31, 2025 | | | | ||||||
Change in fair value | ( | ( | ( | ||||||
Fair value as of June 30, 2025 | $ | | $ | | $ | | |||
Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the Condensed Consolidated Statements of Operations.
During the three and six months ended June 30, 2025 and year ended December 31, 2024, there were
Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the Condensed Consolidated Statements of Operations
Note 14 – Stock Compensation
The Company maintains the Amended and Restated 2024 Director Stock Incentive Plan (the “Plan”), which authorizes grants of non-statutory stock options to its directors. Options are granted at an exercise price equal to the fair market value of the Company’s common stock on the grant date, vest immediately, and expire
On December 31, 2024, the Company granted stock options to
The fair value of each option award was estimated on the grant date using the Black-Scholes option-pricing model, which requires management to make assumptions regarding certain variables that materially affect the fair-value estimate. Because the awards were fully vested on the grant date, the total fair value was recognized as stock-based compensation expense within general and administrative expenses.
24
Black-Scholes Assumptions are as follows:
Assumptions | | June 30, 2025 | | December 31, 2024 |
| ||
Stock Price on Grant Date | $ | | $ | | |||
Exercise Price | $ | | $ | | |||
Volatility |
| | % |
| | % | |
Expected Term |
|
| |||||
Risk-free interest rate |
| | % |
| | % | |
Expected Dividend Yield |
| % |
| % | |||
A summary of option activity under the Plan is presented below:
Weighted-Average | Weighted-Average | ||||||||
Activity | | Options | | Exercise Price | | Remaining Term | |||
Outstanding as of December 31, 2024 | | $ | | $ | |||||
Options granted |
| |
| |
| ||||
Exercised/Forfeited |
| — |
| — |
| — | |||
Outstanding as of June 30, 2025 |
| |
| $ | |
| |||
Exercisable as of June 30, 2025 | | $ | | $ | |||||
The weighted-average grant-date fair value of options granted during the quarter was $
Note 15 – Subsequent Events
The Company evaluated events that have occurred after the Balance Sheet date through March 16, 2026, the date on which the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements, except as described below.
On July 4, 2025, the One Big Beautiful Bill Act (the “2025 Tax Act”) was signed into law. The 2025 Tax Act includes a broad range of tax reform that may affect the Company’s financial results, including domestic research cost expensing and 100% first-year bonus depreciation. For tax years beginning after December 31, 2024, taxpayers may elect to either (i) immediately deduct eligible Section 174 research expenditures or (ii) capitalize and amortize such costs over a period of no less than 60 months. The Company currently evaluating the impact of the 2025 Tax Act upon our future effective tax rate, tax liabilities, and cash taxes.
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to CONX Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to nXgen Opportunities, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes related thereto which are included elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” and the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on November 28, 2025.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of Part II, Item 1A of this Quarterly Report and in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on November 28, 2025. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We were incorporated in the State of Nevada as a blank check company on August 26, 2020. Today, we are a diversified operating company seeking opportunities to power the next generation of innovators in communications and connectivity. Our mission is to partner with emerging companies with quality management and strong and differentiated business models with the ability to scale. Our Chairman and Director, Charles W. Ergen, is Chairman and co-founder of EchoStar and DISH and beneficially owned approximately 90.4% of the total voting power of EchoStar’s outstanding shares as of December 22, 2025. Our Chief Executive Officer, Jason Kiser served as Treasurer of DISH from 2008 to 2023, and has been employed by entities owned or controlled by Mr. Ergen for over 35 years.
We are engaged principally in two lines of business:
Results of Operations
We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance). We also incur operating expenses related to our business segments. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our derivative warrant liabilities at each reporting period.
26
Subsequent to the completion of the Business Combination, we generate revenues from rent received under the Seller Lease Agreement. Subsequent to the completion of the acquisition of RED Technologies, RED Technologies generated revenues that were not material to the Company’s results of operations for the period presented.
The following table sets forth our results of operations for the periods presented. The data has been derived from the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q which include, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair statement of the financial position and results of operations for the interim periods presented. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.
Results for the three and six months ended June 30, 2025 and June 30, 2024
| For the Three months ended June 30, | For the Six months ended June 30, | ||||||||||
| 2025 | | 2024 | | 2025 | | 2024 | |||||
Rental income | $ | 750,604 | $ | 500,402 | $ | 1,521,422 |
| $ | 500,402 | |||
Sales income | 17,461 | — | 91,893 | — | ||||||||
Total Income |
| 768,065 | 500,402 |
| 1,613,315 |
| 500,402 | |||||
Depreciation and amortization expense | 265,372 | 154,758 | 669,648 | 154,758 | ||||||||
General and administrative expenses | 946,927 | 1,839,724 | 1,970,292 | 2,911,758 | ||||||||
Loss from operations |
| (444,234) |
| (1,494,080) |
| (1,026,625) |
| (2,566,114) | ||||
Other income (expense) |
|
|
|
| ||||||||
Change in fair value of equity forward |
| — |
| 332,000 |
| — |
| 325,000 | ||||
Change in fair value of derivative warrant liabilities |
| 902,500 |
| 4,509,492 |
| 1,203,333 |
| 7,701,334 | ||||
Change in fair value of contingent consideration | (128,075) | — | (145,017) | — | ||||||||
Change in fair value of equity investment | 3,252,873 | — | 7,410,504 | — | ||||||||
Unrealized gain/loss on cash equivalents held in investment account |
| 5,608 |
| (50,609) |
| 849 |
| (50,609) | ||||
Government grant received | 217,049 | — | 217,049 | — | ||||||||
Interest income and realized gain on cash or cash equivalents held in investment account |
| 1,333,311 |
| 1,602,250 |
| 2,667,054 |
| 1,602,251 | ||||
Interest income on cash or investments held in Trust Account |
| — |
| 69,292 |
| — |
| 320,104 | ||||
Total other income (expense), net |
| 5,583,266 |
| 6,462,425 |
| 11,353,772 |
| 9,898,080 | ||||
Income before income tax expense |
| 5,139,032 |
| 4,968,345 |
| 10,327,147 |
| 7,331,966 | ||||
Income tax expense |
| 436,924 |
| 423,068 |
| 612,042 |
| 412,732 | ||||
Net income | 4,702,108 | 4,545,277 | 9,715,105 | 6,919,234 | ||||||||
For the three and six months ended June 30, 2025, the Company generated total revenues of $768,065 and $1,613,315, respectively, compared to $500,402 for the three and six months ended June 30, 2024, representing increases of $267,663 and $1,112,913. Revenues for the 2025 period consisted of $750,604 and $1,521,422 of rental income from the Company’s real estate property, an increase of $250,202 and $1,021,020 compared to the prior-year periods, and $17,461 and $91,893 of sales income from its operating subsidiary, reflecting increases of $17,461 and $91,893, respectively. The increase was primarily due to three full months of rental income in the current period compared to two months in the prior-year period, as the building was purchased on May 1, 2024.
Depreciation and amortization expense was $265,372 and $669,648 for the three and six months ended June 30, 2025, respectively, compared to $154,758 for the three and six months ended June 30, 2024, representing increases of $110,614 and $514,890, respectively. The increase was primarily due to the building placed in service in May 2024, as discussed above.
General and administrative expenses totaled $946,927 and $1,970,292 for the three and six months ended June 30, 2025, respectively, compared to $1,839,724 and $2,911,758 for the three and six months ended June 30, 2024, representing decreases of $892,797 and $941,466. As a result, the Company reported a loss from operations of $444,234 and $1,026,625 for the three and six months ended June 30, 2025, respectively, compared to losses of $1,494,080 and $2,566,114 in the prior-year periods, reflecting decreases in loss of $1,049,846 and $1,539,489. The decrease in general and administrative expenses was primarily attributable to higher professional fees incurred in the prior-year periods.
27
Other income (expense), net, was $5,583,266 and $11,353,772 for the three and six months ended June 30, 2025, compared to $6,462,425 and $9,898,080 in the prior-year periods. The change was driven primarily by a $3,606,992 and $6,498,001 decrease in gains from the change in fair value of derivative warrant liabilities for the three- and six-month periods ended June 30, 2025, increases of $3,252,873 and $7,410,504 in gains from the change in fair value of an equity investment for the three- and six-month periods, and changes in interest income and realized gains on cash and cash equivalents, which decreased $268,939 for the three-month period but increased $1,064,803 million for the six-month period. Unrealized gains on cash equivalents improved but were not a significant driver of the overall change.
As a result, the Company reported net income of $4,702,108 and $9,715,105 for the three- and six- month periods ended June 30, 2025, respectively, compared to $4,545,277 and $6,919,234 for the three- and six- month periods ended June 30, 2024, representing a decrease of $156,831 for the three-month period and an increase of $2,795,871 for the six-month period.
Liquidity and Capital Resources
On November 3, 2020, we consummated the Initial Public Offering of 75,000,000 Units at a price of $10.00 per Unit generating gross proceeds of $750.0 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 11,333,333 Private Placement Warrants to nXgen at a price of $1.50 per warrant, generating gross proceeds of $17 million.
Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $750.0 million was placed in the Trust Account. We incurred $42.3 million in transaction costs, including $15 million of underwriting fees, $26.3 million of deferred underwriting fees (which deferred underwriting commission was waived by the underwriters) and $1 million of other costs in connection with our Initial Public Offering and the sale of the Private Placement Warrants.
On March 1, 2023, nXgen agreed to loan the Company an aggregate of up to $250,000 for working capital purposes. The Company issued a promissory note to nXgen to evidence the loan. On November 2, 2023, the Company issued an amended and restated promissory note (the “Restated Note”) in the principal amount of up to $550,000 to nXgen. The Restated Note amended, restated, replaced and superseded that certain promissory note dated March 1, 2023, in the principal amount of $250,000. On March 25, 2024, the Company issued an amended and restated promissory note (the “Second Restated Note”) to nXgen. The Second Restated Note amended, restated, replaced and superseded the Restated Note to increase the principal amount available for borrowings thereunder from up to $550,000 to up to $900,000. The Second Restated Note did not bear interest, matured on the date of consummation of the Business Combination and was subject to customary events of default. The Second Restated Note was to be repaid only to the extent that the Company had funds available to it outside of its Trust Account established in connection with its Initial Public Offering. As of December 31, 2024, the Company had borrowed $900,000 under the Second Restated Note. As of the Closing Date, the Company satisfied and discharged its obligations under the Second Restated Note by repaying in full the principal amount to nXgen.
For the six months ended June 30, 2025, net cash provided by operating activities was $1,502,272, primarily reflecting non-cash adjustments including changes in the fair value of derivative warrant liabilities and equity investments, depreciation and amortization, stock-based compensation, interest income earned on investments, and changes in working capital, including accrued expenses, deferred income, prepaid expenses, and income tax–related balances. For the six months ended June 30, 2024, net cash used in operating activities was approximately $83,280, primarily driven by changes in working capital and non-cash items during the period.
For the six months ended June 30, 2025, net cash used in investing activities was $3,008,730, consisting solely of the purchase and sale of available-for-sale securities. For the six months ended June 30, 2024, net cash used in investing activities was $4,463,792, primarily attributable to cash distributed from the Trust Account, partially offset by the purchase of a common-controlled building and land.
For the six months ended June 30, 2025, net cash used in financing activities was $67,500, due to repayment of short-term debt. For the six months ended June 30, 2024, net cash provided by financing activities was $177,311,864, primarily due to the proceeds from issuance of convertible preferred stock.
As of June 30, 2025, the Company had cash and cash equivalents of $115,947,978. As of December 31, 2024, the Company had cash and cash equivalents of $117,521,935.
On May 1, 2024, the Company completed its Asset Acquisition. In addition, on May 1, 2024, the Company completed the Equity Forward Transaction, resulting in cash proceeds to the Company aggregating approximately $200 million. In connection with the
28
Transaction, the Company entered into the Seller Lease Agreement, which results in annual rental revenue of approximately $3 million.
Management has evaluated the Company’s ability to continue as a going concern and determined that the Company’s sources of liquidity will be sufficient to meet its obligations for at least one year from the issuance date of the June 30, 2025 financial statements. Accordingly, no conditions or events raise substantial doubt about the Company’s ability to continue as a going concern.
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies, except as described below.
Preferred Stock Liability
We account for our Preferred Stock as a liability due to the conversion feature being considered non-substantive under applicable accounting guidance. However, the Company determined that the redemption features associated with the Preferred Stock are to be considered as clearly and closely related to the host contract and, therefore, do not require separate reporting at fair value for each reporting period.
In accordance with ASC 480-10 and after considering several factors, the Company determined that the issue price of $11.50 per share is deemed to be (or approximate) the fair value of the Preferred Stock at the issuance date. Because the settlement date for the Preferred Stock varies based on specified conditions, the Company’s determined that the Preferred Stock should be measured subsequently at the same per share amount as the issue price, which is the price that would be paid by the Company if the Preferred Stock were redeemed at the reporting date.
Business Combination
The Company accounts for business combinations in accordance with ASC 805, Business Combinations, allocating the purchase consideration to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill.
The fair value determinations involve significant judgment and the use of estimates, particularly for identifiable intangible assets such as non-compete agreements and regulatory authorizations. Valuations are developed using income and cost approaches that rely on assumptions regarding forecasted cash flows, growth rates, discount rates, and useful lives.
Because these estimates are inherently subjective and depend on forward-looking assumptions, changes in market conditions or revisions to key inputs could materially affect the allocation of purchase consideration, the amount of goodwill recognized, and subsequent amortization expense.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.
Off-Balance Sheet Arrangements
As of June 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.
29
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, are recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer (our “Certifying Officer”), the effectiveness of our disclosure controls and procedures as of June 30, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, due to the material weakness we have identified in our internal control over financial reporting described in management’s report on internal controls over financial reporting set forth below, our disclosure controls and procedures were not effective.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim unaudited condensed financial statements will not be prevented, or detected and corrected on a timely basis.
Our management concluded that there were material weaknesses related to (i) our accounting for complex financial instruments, including debt, equity and derivative instruments, and non-recurring transactions, and (ii) insufficient qualified accounting personnel, accounting systems, segregation of duties and information technology controls. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our accounting for complex financial instruments and non-recurring transactions, and to enhance analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. We can offer no assurance that our remediation plan will ultimately have the intended effects.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes In Internal Controls over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting other than management’s remediation efforts described above.
30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in legal proceedings or be subject to claims in the ordinary course of business. We are not currently a party to any material legal proceedings. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors and there can be no assurances that favorable outcomes will be obtained.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Report are any of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on November 28, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable
Item 5. Other Information.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit | | Description |
31.1 |
| |
32.1 * |
| |
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONX CORP.
(Registrant)
| CONX CORP. |
| (Registrant) |
Date: March 16, 2026 | /s/ Kyle Jason Kiser |
| Kyle Jason Kiser |
| Chief Executive Officer |
| Principal Executive, Financial and Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
32