CONX Corp-A 2026年季度报告

Washington, D.C. 20549 FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended March 31, 2025or 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. 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 suchshorter 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 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (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 Rule 12b-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 is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒As of January 27, 2026, 18,928,585 shares of ClassA common stock, par value $0.0001 per share, were issued and outstanding. CONX CORP. FORM10-Q For the period ended March 31, 2025 INDEX PARTI. FINANCIAL INFORMATION Item1.Financial Statements: Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December31, 2024Unaudited Condensed Consolidated Statements of Operations for the three months ended March31, 2025 and 2024 PARTII. OTHER INFORMATION Item1.Legal ProceedingsItem1A.Risk FactorsItem2.Unregistered Sales of Equity Securities and Use of ProceedsItem3.Defaults Upon Senior SecuritiesItem4.Mine Safe DisclosuresItem5.Other InformationItem6.ExhibitsSignatures CONX Corp.UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note1 – 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 CONX Corp. (the “Company” or “we,” “our” or “us”) was incorporated in Nevada on August 26, 2020. The Companywas formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,reorganization or similar business combination with one or more businesses or assets. The Company completed anasset acquisition, which, while meeting the definition of a “Business Combination” under the Company’s Articles, wasaccounted for as an asset acquisition for accounting purposes on May 1, 2024. Subsequent to the closing of the On October 15, 2024, the Company formed two wholly owned subsidiaries, CONX Tech, LLC (“CONX Tech”) andRED Tech US, LLC (“RED US”), under the laws of Colorado. RED US was formed to hold the investment in REDTechnologies SAS as discussed below. CONX Tech was formed to support the Company’s investment in RED US and On November 15, 2024, the Company formed a wholly owned subsidiary, CONX Properties, LLC, under the laws ofColorado (“CONX Properties”). The subsidiary was established to hold and manage all real estate holdings of theCompany. On December 20, 2024, CONX Properties assumed the lease and was assigned the deed of the commercial Prior to the completion of the asset acquisition, the Company had not yet commenced operations. All activity for theperiod from August 26, 2020 (inception) through May 1, 2024 related to the Company’s initial public offering and Completion of Business Combination On March 10, 2024, the Company entered into a definitive purchase and sale agreement (as amended by that certainAmendment 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 thecommercial real estate property (the “Property”) in Littleton, Colorado, comprising the corporate headquarters of On March 22, 2024, the Company received a letter from Deutsche Bank Securities Inc. (“DBSI”) whereby DBSIagreed to waive, in connection with the Business Combination, its entitlement to any portion of the deferredunderwriting fee due to it pursuant to that certain underwriting agreem