CONX Corp-A：2024年度报告

Washington, D.C. 20549 FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from______ to ______Commission File Number 001-39677CONX CORP.(Exact name of registrant as specified in its charter) 85-2728630 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 Section12(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. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Check whether the issuer (1)filed all reports required to be filed by Section13 or 15(d)of the Exchange Act during the past 12months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch 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 oran emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growthcompany” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, the last businessday of the registrant’s most recently completed second fiscal quarter, was $270,424.70. As of November 28, 2025, 18,928,585 shares of ClassA common stock, par value $0.0001 per share, were issued and outstanding. CONX CORP.FORM 10-KINDEX PART I. Item1.Business1Item 1A. Risk Factors6Item 1B. Unresolved Staff Comments21Item 1C.Cybersecurity21Item 2.Properties22Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures22PART II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities22Item6.[Reserved]22Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item7A.Quantitative and Qualitative Disclosures About Market Risk29Item8.Financial Statements and Supplementary Data29Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure29Item 9A. Controls and Procedures29Item 9B. Other Information30Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections30PART III.Item 10.Directors, Executive Officers and Corporate Governance31Item 11Executive Compensation36Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters38Item13.Certain Relationships and Related Transactions, and Director Independence40Item14.Principal Accounting Fees and Services42PART IVItem15. Exhibits and Financial Statement Schedules42Item16.Form 10-K Summary43Signatures CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the ExchangeAct. Some of the statements co