UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2023

☐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 November 9, 2023, 2,120,269 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.

Table of Contents

CONX CORP.

FORM 10-Q

For the period ended September 30, 2023

INDEX

		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Condensed Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	2
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022	3
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022	4
	Unaudited Condensed Statements of Cash Flows for each of the nine months ended September 30, 2023 and 2022	5
	Unaudited Notes to Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
Signatures		31

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Table of Contents

CONX CORP.

CONDENSED BALANCE SHEETS


	September 30, 2023		December 31,
	(unaudited)		2022
Assets:
Current assets:
Cash	$	9,982	$	1,397,296
Prepaid expenses		21,917		23,105
Total current assets		31,899		1,420,401
Cash held in trust account		27,929,659		84,243,386
Total assets	$	27,961,558	$	85,663,787
Liabilities, Class A Common Stock Subject to Redemption, and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	55,905	$	19,114
Working capital loan – related party		250,000		—
Extension notes – related party		1,600,496		333,935
Accrued expenses		927,500		575,300
Accrued excise tax payable		575,803		—
Income taxes payable		4,542		1,208,515
Total current liabilities		3,414,246		2,136,864
Deferred legal fees		275,000		275,000
Deferred underwriting fee payable		26,250,000		26,250,000
Derivative warrant liabilities		4,512,500		4,512,500
Total liabilities		34,451,746		33,174,364
Commitments and Contingencies
Class A common stock subject to possible redemption, 2,698,262 shares at redemption value of $10.39 per share at September 30, 2023 and 8,348,384 shares at redemption value of $10.05 per share at December 31, 2022		27,929,659		84,243,386
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued or 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
Accumulated deficit		(34,421,725)		(31,755,841)
Total Stockholders’ Deficit		(34,419,847)		(31,753,963)
Total Liabilities, Class A Common Stock Subject to Redemption, and Stockholders’ Deficit	$	27,961,558	$	85,663,787

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONX Corp.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months		For the Three Months
	Ended September 30,		Ended September 30,
	2023		2022
General and administrative expenses	$	206,009	$	238,080
Loss from operations		(206,009)		(238,080)
Other income
Change in fair value of derivative warrant liabilities		1,504,166		2,560,092
Interest income on cash or investments held in Trust Account		—		2,398,717
Total other income		1,504,166		4,958,809
Income before income tax expense		1,298,157		4,720,729
Income tax expense		—		594,708
Net Income	$	1,298,157	$	4,126,021
Weighted average common shares outstanding, basic and diluted
Class A - Common stock		2,728,262		75,030,000
Class B - Common stock		18,750,000		18,750,000
Basic and diluted net income per common share
Class A - Common stock	$	0.06	$	0.04
Class B - Common stock	$	0.06	$	0.04


	For the Nine Months		For the Nine Months
	Ended September 30,		Ended September 30,
	2023		2022
General and administrative expenses	$	823,520	$	553,213
Loss from operations		(823,520)		(553,213)
Other income
Change in fair value of derivative warrant liabilities		—		23,468,008
Interest income on cash or investments held in Trust Account		—		2,932,381
Total other income		—		26,400,389
(Loss) income before income tax expense		(823,520)		25,847,176
Income tax expense		—		725,960
Net (loss) income	$	(823,520)	$	25,121,216
Weighted average common shares outstanding, basic and diluted
Class A - Common stock		5,948,001		75,030,000
Class B - Common stock		18,750,000		18,750,000
Basic and diluted net (loss) income per common share
Class A - Common stock	$	(0.03)	$	0.27
Class B - Common stock	$	(0.03)	$	0.27

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONX Corp.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


	FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
	Common Stock						Additional
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance—January 1, 2023	30,000	$	3	18,750,000	$	1,875	$	—	$	(31,755,841)	$	(31,753,963)
Accretion Adjustment	—		—	—		—		—		(500,903)		(500,903)
Net loss	—		—	—		—		—		(1,201,472)		(1,201,472)
Balance—March 31, 2023 (unaudited)	30,000	$	3	18,750,000	$	1,875	$	—	$	(33,458,216)	$	(33,456,338)
Accretion Adjustment	—		—	—		—		—		(441,866)		(441,866)
Net loss	—		—	—		—		—		(920,206)		(920,206)
Balance—June 30, 2023 (unaudited)	30,000	$	3	18,750,000	$	1,875	$	—	$	(34,820,288)	$	(34,818,410)
Accretion Adjustment	—		—	—		—		—		(323,791)		(323,791)
Excise tax imposed on common stock redemption	—		—	—		—		—		(575,803)		(575,803)
Net income	—		—	—		—		—		1,298,157		1,298,157
Balance—September 30, 2023 (unaudited)	30,000	$	3	18,750,000	$	1,875	$	—	$	(34,421,725)	$	(34,419,847)


	FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 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	30,000	$	3	18,750,000	$	1,875	$	—