UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 001-39677

CONX CORP.

(Exact name of registrant as specified in its charter)

Nevada		85-2728630
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5701 S. Santa Fe Dr.

Littleton, CO 80120

(Address of principal executive offices including zip code)

(303) 472-1542

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	CONXU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	CONX	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	CONXW	The Nasdaq Stock Market LLC

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 ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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 May 9, 2022, 75,030,000 shares of Class A common stock, par value $0.0001 per share, and 18,750,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.


		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	2
	Unaudited Condensed Statements of Operations for each of the three months ended March 31, 2022 and 2021	3
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for each of the three months ended March 31, 2022 and 2021	4
	Unaudited Condensed Statements of Cash Flows for each of the three months ended March 31, 2022 and 2021	5
	Unaudited Notes to Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26


	March 31, 2022		December 31,
	(unaudited)		2021
Assets:
Current assets:
Cash	$	549,005	$	750,369
Prepaid expenses		113,250		70,000
Other receivable		3,508		3,508
Total current assets		665,763		823,877
Investments held in trust account		750,098,852		750,080,355
Total assets	$	750,764,615	$	750,904,232
Liabilities, Class A Common Stock Subject to Redemption, and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	5,800	$	—
Accrued expenses		343,913		286,011
Income taxes payable		17,288		12,746
Total current liabilities		367,001		298,757
Deferred legal fees		275,000		275,000
Deferred underwriting fee payable		26,250,000		26,250,000
Derivative warrant liabilities		12,935,833		25,871,666
Total liabilities		39,827,834		52,695,423
Commitments and Contingencies
Class A common stock subject to possible redemption, 75,000,000 shares at redemption value of $10.00 per share		750,000,000		750,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 30,000 shares issued and outstanding		3		3
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 18,750,000 shares issued and outstanding		1,875		1,875
Additional paid-in capital		—		—
Accumulated deficit		(39,065,097)		(51,793,069)
Total Stockholders’ Deficit		(39,063,219)		(51,791,191)
Total Liabilities, Class A Common Stock Subject to Redemption, and Stockholders’ Deficit	$	750,764,615	$	750,904,232


	For the Three Months		For the Three Months
	Ended March 31,		Ended March 31,
	2022		2021
General and administrative expenses	$	211,260	$	66,572
Loss from operations		(211,260)		(66,572)
Other income (expense)
Change in fair value of derivative warrant liabilities		12,935,833		8,724,166
Interest income on investments held in Trust Account		18,497		18,495
Total other income		12,954,330		8,742,661
Income before income tax expense		12,743,070		8,676,089
Income tax expense		15,098		4,560
Net income	$	12,727,972	$	8,671,529
Weighted average common shares outstanding, basic and diluted
Class A - Common stock		75,030,000		75,017,111
Class B - Common stock		18,750,000		18,750,000
Basic and diluted net income per common share
Class A - Common stock	$	0.14	$	0.09
Class B - Common stock	$	0.14	$	0.09


	FOR THE THREE MONTHS ENDED MARCH 31, 2022
	Common Stock						Additional
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance—January 1, 2022	30,000	$	3	18,750,000	$	1,875	$	—	$	(51,793,069)	$	(51,791,191)
Net income	—		—	—		—		—		12,727,972		12,727,972
Balance—March 31, 2022 (unaudited)	30,000	$	3	18,750,000	$	1,875	$	—	$	(39,065,097)	$	(39,063,219)



	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2022		2021
Cash flows from Operating Activities:
Net income	$	12,727,972	$	8,671,530
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(18,497)		(18,495)
Change in fair value of derivative warrant liabilities		(12,935,833)		(8,724,166)
Changes in operating assets and liabilities:		—
Prepaid expenses		(43,250)		(52,550)
Accounts payable		5,800		(69,208)
Accrued expenses		57,902		4,000
Income tax payable		4,542		4,560
Net cash used in operating activities		(201,363)		(184,329)
Net change in cash		(201,363)		(184,329)
Cash—beginning of the period	$	750,369	$	1,211,837
Cash—end of the period	$	549,005	$	1,027,508
Supplemental Disclosure of Non-cash Financing and Investing Activities:

Reinvestment of interest earned on Trust Account investments	$	18,497	$	18,495


	For the three months ended March 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share
Numerator:
Allocation of net income	$	10,183,192	$	2,544,780	$	6,937,541	$	1,733,989
Denominator:
Basic and diluted weighted average shares outstanding		75,030,000		18,750,000		75,017,111		18,750,000
Basic and diluted net income per share	$	0.14	$	0.14	$	0.09	$	0.09


		March 31,
Description	Level	2022
Liabilities:
Private Placement Warrants(1)	2	$	4,873,333
Public Warrants(1)	1	$	8,062,500


					Aggregate
	Private		Public		Warrant
	Warrants		Warrants		Liability
Fair value as of December 31, 2021	$	9,746,666	$	16,125,000	$	25,871,666
Change in fair value(1)(2)		(4,873,333)		(8,062,500)		(12,935,833)
Fair value as of March 31, 2022	$	4,873,333	$	8,062,500	$	12,935,833


Exhibit Number		Description
31.1		Certification of Chief Executive Officer (Principal Executive, Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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)


		CONX CORP.
		(Registrant)
Date: May 9, 2022	By:	/s/ Kyle Jason Kiser
		Kyle Jason Kiser
		Chief Executive Officer
		Principal Executive, Financial and Accounting Officer

SEC Form 10-Q filed by CONX Corp.