CONX Corp-A 2025年年度报告

or 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 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 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared 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 theregistrant included in the 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-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, thelast business day of the registrant’s most recently completed second fiscal quarter, was $270,424.70 As of November 28, 2025, 18,928,585 shares of Class A common stock, par value $0.0001 per share, were issued and outstanding. Auditor LocationIrvine, California Auditor NameWithumSmith+Brown, PC EXPLANATORY NOTE CONX Corp. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscalyear ended December 31, 2024, previously filed with the Securities and Exchange Commission (“SEC”) on November 28, 2025 (the“Original Filing”), solely for the purpose of filing Exhibits 2.3 and 2.4. Accordingly, this Amendment consists solely of the cover page,this Explanatory Note, the Exhibit Index, a signature page, and the exhibits filed herewith. In addition, pursuant to Rule 12b-15 underthe Securities and Exchange Act of 1934, as amended, this Amendment also includes as an exhibit the certification by the Company’s Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the OriginalFiling. This Amendment does not reflect or purport to reflect any information or events occurring after the date of the Original Filingnor does it modify or update the disclosures contained in the Original Filing that may be affected by subsequent events. Accordingly, Part IV Item 15.Exhibits and Financial Statement Schedules Our required exhibits are filed as part of this Amendment as detailed in our Exhibit Index. Our required financial statementschedules were included as part of the Original Filing and are not included as part of this Amendment. The following documents are filed as part of this report: (3) Exhibits We hereby file as part of this Amendment Exhibits 2.3, 2.4 and 31.2 listed in the attached Exhibit Index. Copies of such materialcan be obtained on the SEC website at www.sec.gov. Exhibit Index Exhibit Number 2.1Purchase and Sale Agreement, dated March 10, 2024, by and between CONX Corp. and EchoStar Real EstateHolding L.L.C. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filedwith the SEC on March 11, 2024).2.2Amendment No. 1 to Purchase and Sale Agreement, dated as of April 26, 2024 (filed as Exhibit 10.2 to CONXCorp.’s Current Report on Form 8-K, filed with the SEC on May 2, 2024, and incorporated herein by reference).2.3*†Stock Purchase Agreement, dated as of December 2, 2024, by and among Red Technologies SAS, FPCICAPDECISF III, Damari, Mr. Bruno Rambaud, Mrs. Joelle Toledano, Mr.