As filed with the Securities and Exchange Commission on August 1, 2024

Registration No. 333-279770​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 3

to

FORM S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933​

CONX CORP.
(Exact name of registrant as specified in its charter)

5701 S. Santa Fe Dr.
Littleton, CO 80120
Telephone: (303) 472-1542

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Jason Kiser
Chief Executive Officer
5701 S. Santa Fe Dr.
Littleton, CO 80120
Telephone: (303) 472-1542

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies to:

Mario Schollmeyer
Sullivan & Cromwell LLP
New York, New York 10004
(212) 558-4000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” 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 any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated August 1, 2024.

PROSPECTUS

CONX Corp.

30,083,285 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
30,000 Shares of Class A Common Stock

This prospectus relates to the issuance by CONX Corp. (“we,” “us,” “our,” the “Company,” and “CONX”) of an aggregate of up to 30,083,285 shares of our Class A common stock, $0.0001 par value per share (“Class A Common Stock”), which consists of up to (i) 11,333,333 shares of Class A Common Stock that are issuable upon the exercise of 11,333,333 warrants (the “Private Placement Warrants”) originally issued in a private placement at a price of $1.50 per Private Placement Warrant in connection with the initial public offering (the “IPO”) of the Company and (ii) 18,749,952 shares of Class A Common Stock that are issuable upon the exercise of 18,749,952 warrants (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) originally issued in the IPO at a price of $10.00 per unit, with each unit consisting of one share of our Class A Common Stock and one-fourth of one Public Warrant. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share.

This prospectus also relates to the offer and resale from time to time by the selling securityholders (including their transferees, donees, pledgees and other successors-in-interest) named in this prospectus (the “Selling Securityholders”) of up to 30,000 shares of Class A Common Stock issued to our independent directors (the “Independent Directors”), which vested on the date of the consummation of the Business Combination, by certain of the Selling Securityholders.

We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. We will receive up to approximately $346.0 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash, but not from the sale of the shares of Class A Common Stock issuable upon such exercise. Each Warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a price of $11.50 per share. On July 31, 2024, the closing price for our Class A Common Stock on the over-the-counter market was $4.40. If the price of our Class A Common Stock remains below $11.50 per share, we believe warrant holders will be unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us.

We may not receive cash upon the exercise of the Private Placement Warrants since the Private Placement Warrants may be exercised on a cashless basis as long as they are held by nXgen Opportunities LLC (“nXgen”) or its permitted transferees. A cashless exercise allows warrant holders to exchange the Private Placement Warrants for shares of our Class A Common Stock without the need for a cash payment. Instead of receiving cash upon exercise, the warrant holder would receive a reduced number of shares based on a predetermined formula or method as further described in “Description of Securities of CONX” in this prospectus. As a result, the number of shares we issue in a cashless exercise may be lower than if the Private Placement Warrants were exercised on a cash basis, which could adversely affect the value of our Class A Common Stock, and the holders of the Private Placement Warrants could experience a positive rate of return even if the trading price of our Class A Common Stock declines.

In addition, the 30,083,285 shares of Class A Common Stock being registered for issuance or resale on the registration statement of which this prospectus forms a part represent approximately 159.1% of our total outstanding shares of Class A Common Stock and only 148,585 of our outstanding shares of Class A Common Stock are held by non-affiliates as of the date of this prospectus. Accordingly, the registration of the shares of Class A Common Stock pursuant to the registration statement of which this prospectus forms a part creates the possibility of a significant increase in the supply of our Class A Common Stock in the market and of substantial dilution, which could result in a significant decline in the public trading price of our securities due to our limited public float. Despite such a decline in the public trading price, some of the Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described above. Based on the closing price of our Class A Common Stock of $4.40 on July 31, 2024, the Independent Directors may experience potential profit of up to $4.40 per share (or approximately $132,000 in the aggregate based on the Independent Directors’ beneficial ownership of 30,000 shares of Class A Common Stock) with respect to sales of Class A Common Stock based on the Independent Directors having acquired the shares of Class A Common Stock at no cost in exchange for services rendered to CONX. Public securityholders will not be able to experience the same positive rates of return on securities they purchase because the Independent Directors received shares of Class A Common Stock at no cost. See “Risks Factors — Certain existing stockholders, including nXgen and certain of the Selling Securityholders, purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.”

Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Class A Common Stock. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of Class A Common Stock.

Our Chairman and Director, Charles W. Ergen, through nXgen beneficially owns approximately 99.4% of our Class A Common Stock and may exert substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including election of directors, certain major corporate transactions and amendments to our amended and restated articles of incorporation. See “Risk Factors — Our Chairman and Director, Charles W. Ergen, through nXgen, is a controlling stockholder of the Company, having control over key decision making, which may not always be in the interest of the our other stockholders.”

We provide more information about how the Selling Securityholders may sell the shares of Class A Common Stock in the section entitled “Plan of Distribution.”

Our Class A Common Stock and Public Warrants are quoted and traded on the OTCQX Market operated by OTC Markets Group Inc. under the symbol “CNXX” and “CNXXW,” respectively. On July 31, 2024, the closing price of our Class A Common Stock was $4.40 and the closing price for our Public Warrants was $0.10.

Our business and investment in our securities involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is           , 2024

 

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. This prospectus relates to the issuance by us of an aggregate of 30,083,285 shares of our Class A Common Stock that are issuable upon the exercise of our Warrants. This prospectus also relates to the offer and resale from time to time by the Selling Securityholders of up to 30,000 shares of Class A Common Stock.

We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. We will receive up to approximately $346.0 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash, but not from the sale of the shares of Class A Common Stock issuable upon such exercise. Each Warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a price of $11.50 per share. On July 31, 2024, the closing price for our Class A Common Stock was $4.40. If the price of our Class A Common Stock remains below $11.50 per share, we believe warrant holders will be unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us.

We may not receive cash upon the exercise of the Private Placement Warrants since the Private Placement Warrants may be exercised on a cashless basis as long as they are held by nXgen or its permitted transferees. A cashless exercise allows warrant holders to exchange the Private Placement Warrants for

 

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shares of our Class A Common Stock without the need for a cash payment. Instead of receiving cash upon exercise, the warrant holder would receive a reduced number of shares based on a predetermined formula or method as further described in “Description of Securities of CONX” in this prospectus. As a result, the number of shares we issues in a cashless exercise may be lower than if the Private Placement Warrants were exercised on a cash basis, which could adversely affect the value of our common stock, and the holders of the Private Placement Warrants could experience a positive rate of return even if the trading price of our Class A Common Stock declines. Additionally, as a result of our delisting from Nasdaq, our securities currently do not qualify as “covered securities” under Section 18(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”) and are therefore subject to regulation in each state in which we offer our securities and may not qualify for offering and sale in certain states. Consequently, unless an exemption from qualification of our shares of Class A Common Stock is then available in any relevant state, we are more likely to require holders of Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act as further described in “Description of Securities of CONX — Redeemable Warrants” in this prospectus.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Securityholders take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the Selling Securityholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

On May 1, 2024 (the “Closing Date”), we completed our previously announced purchase from EchoStar Real Estate Holding L.L.C. (“Seller”), a subsidiary of EchoStar Corporation (“EchoStar”), of that certain commercial real estate property (the “Property”) in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million (the “Transaction”), pursuant to the terms of the purchase and sale agreement, dated as of March 10, 2024 (as amended by Amendment No. 1 thereto, dated May 1, 2024, the “Purchase Agreement”), by and between the Company and Seller (the “Closing”). The Transaction constituted the Company’s “Business Combination”, as that term is defined in the Company’s Amended and Restated Articles of Incorporation.

As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “Registrant,” and “CONX” refer to the consolidated operations of CONX Corp. and its subsidiaries, and references to the “Business Combination” refer to the Transaction. All references herein to the “Board” refer to the board of directors of the Company.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

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our ability to realize the anticipated benefits of the Business Combination;

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our ability to implement our business model, including our other expectations around the Property and the Business Combination;

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changes in the financial and macroeconomic conditions and their impact on the Company and its business and financial performance;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business;

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our potential ability to obtain additional financing or raise capital;

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our securities’ liquidity and trading; and

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the market for our securities.

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Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this prospectus. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this prospectus. Except as required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this prospectus.

 

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RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in our securities. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our Class A Common Stock and Public Warrants could decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Business

We depend on a single tenant for substantially all of our revenues.

We depend on Seller for substantially all of our revenues. The inability or other failure of Seller or DISH, as guarantor, under the Seller Lease Agreement to meet its obligations to us would materially reduce our liquidity, cash flow, net operating income and results of operations, which would in turn cause our stock price to decline and have other materially adverse effects on our business, results of operations and financial condition. In its Annual Report on Form 10-K filed with the SEC on February 29, 2024, EchoStar Corporation, the parent company of Seller, disclosed that EchoStar Corporation did not currently have committed financing to fund its cash operations for at least twelve months from the date of its consolidated financial statements and therefore substantial doubt existed about its ability to continue as a going concern.

The loss of Seller as a tenant or Seller’s inability to pay rent could materially and adversely affect our business, financial condition and results of operations.

For an indefinite period of time, the prospects for our success may depend entirely on revenues generated by the Property.

By completing our Business Combination through the acquisition of a single property, our lack of diversification may subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the commercial real estate market and therefore on our operations. In addition, if we lose Seller as our single tenant, we may be pressured to reduce rental rates below those we currently expect to be able to charge in order to attract one or more new tenants.

While we anticipate to grow through further acquisition opportunities, including, but not limited to, disruptive technologies and infrastructure assets, there can be no assurance that any of these opportunities will result in a definitive agreement or a completed transaction. If we are unable to diversify our revenue streams, the prospects for our success may depend entirely on revenues generated by the Property for an indefinite period of time. If we are able to diversify our revenue streams, in turn, any potential future acquisition could result in a change to our current business plan, which could adversely affect, potentially materially, the value of your securities. For further discussion, see “— We face risks related to potential future acquisitions we may pursue. Any such potential future acquisition, if completed, could result in a change to our current business plan, which could adversely affect, potentially materially, the value of your securities.”

We may from time to time face litigation and are likely to experience rising liability and insurance costs, which could have a material adverse effect on our financial condition.

From time to time, we may be involved in certain legal proceedings, lawsuits and other claims. An unfavorable resolution of any such legal proceedings, lawsuits or other claims could have a materially adverse effect on our business, results of operations and financial condition. Regardless of the outcome, any such legal proceedings, lawsuits or other claims may result in substantial costs, disruption of our normal business operations and the diversion of management attention. We may be unable to prevail in, or achieve a favorable settlement of, any pending or future legal action against us.

We cannot provide any assurance that our insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which we may be subject and, even if we do have insurance coverage

 

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for a particular circumstance, we may be subject to a large deductible and maximum cap. A successful claim for which we are not fully insured could hurt our financial results and materially harm our financial condition. Further, due to rising insurance costs and changes in the insurance markets, we cannot provide any assurance that our insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on our financial condition, results of operations or cash flows.

Tenants that fail to comply with federal, state and local laws and regulations, including licensure, certification and inspection requirements, may cease to operate or be unable to meet their financial and other contractual obligations to us.

Seller and any other future tenants will be subject to or impacted by extensive, frequently changing federal, state and local laws and regulations. These laws and regulations include, among others, laws protecting consumers against deceptive practices; laws relating to the operation of the Property and how our tenants conduct their business, such as fire, health and safety and privacy laws; resident rights laws (including abuse and neglect laws) and fraud laws; the Americans with Disabilities Act of 1990, as amended, and similar state and local laws; and safety and health standards set by the Occupational Safety and Health Administration or similar state and local agencies.

Our tenants’ failure to comply with any of these laws, regulations or requirements could result in loss of accreditation, denial of reimbursement, imposition of fines, suspension or decertification from government healthcare programs, loss of license or closure of the facility and/or the incurrence of considerable costs arising from an investigation or regulatory action, which would have an adverse effect on the Property, and therefore would materially adversely impact us.

If we must replace Seller as a tenant, we might be unable to reposition the Property on as favorable terms, or at all.

We cannot predict whether Seller will renew the Seller Lease Agreement beyond its initial terms or if Seller will default. Following expiration of a lease term or if we exercise our right to replace a tenant in default, rental payments on the Property would likely decline or cease altogether while we reposition the Property with a suitable replacement tenant. A replacement tenant may require different features in a property, depending on that tenant’s particular business. We may incur substantial expenditures to modify the Property before we are able to secure a replacement tenant or to accommodate multiple tenants or operators.

Environmental compliance costs and liabilities associated with the Property may be substantial and may have a materially adverse effect on our business, financial condition or results of operations.

Federal, state and local laws, ordinances and regulations may require us to investigate and clean up certain hazardous or toxic substances or petroleum released at the Property. We may be held liable to a governmental entity or to third parties for property damage and for investigation and cleanup costs incurred by the third parties in connection with the contamination. The costs of cleanup and remediation could be substantial. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination.

In addition, the presence of contamination or the failure to remediate contamination may materially adversely affect our ability to use, sell or lease the Property or to borrow using the Property as collateral.

We have limited experience in operating commercial real estate.

We have limited experience operating commercial real estate property. Our management may not be fully aware of many of the specific requirements of operating the Property. Our operations, earnings and ultimate financial success could suffer due to this lack of experience. As a result, we would be subject to all of the risks associated with operating commercial real estate property and additionally the risks associated with a new business model, which could materially and adversely affect our business.

We have not been profitable historically and may not achieve or maintain profitability in the future.

The Business Combination may not result in increased revenue or growth in our business or enable us to achieve profitability. In addition, as a public company, we incur significant additional legal, accounting

 

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and other expenses in order to comply with public company reporting, and disclosure requirements. We will also incur additional legal, accounting and other expenses in connection with acquisitions and integration activities associated therewith. These increased expenditures may make it harder for us to achieve and maintain future profitability. Revenue growth may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. As a result, our losses may be larger than anticipated, we may incur significant losses for the foreseeable future, and we may not achieve profitability, and even if we do, we may not be able to maintain or increase profitability. Furthermore, if our future growth and operating performance fail to meet investor or securities analyst expectations, or if we have future negative cash flow or losses resulting from future investments, this could have a material adverse effect on our business, financial condition, and results of operations.

Past performance by our management team or their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team and their affiliates, or businesses associated with them, is presented for informational purposes only. Past performance by such individuals and entities is not a guarantee future operational success. You should not rely on the historical record of the performance of our management team or their affiliates or businesses associated with them as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate going forward.

The unaudited pro forma condensed combined financial information included in this Registration Statement is preliminary and the actual financial condition and results of operations may differ materially.

The unaudited pro forma financial information included in this Registration Statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would be. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that the Company believes are reasonable. The unaudited pro forma condensed financial information may not be useful in predicting the future financial condition and results of operations of CONX. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected in this Registration Statement due to a variety of factors.

Our Chairman and Director, Charles W. Ergen, through nXgen, is a controlling stockholder of the Company, having control over key decision making, which may not always be in the interest of our other stockholders.

Our Chairman and Director, Charles W. Ergen, through nXgen beneficially owns approximately 99.4% of our Class A Common Stock and may exert substantial influence on actions requiring a stockholder vote. See “Business — Interests of Our Affiliates in Our Securities.” In addition, nXgen is contractually entitled to nominate three individuals for appointment to our board of directors. As a controlling stockholder, nXgen is entitled to vote the shares it controls, in its own interests, which may not always be in the interests of our other stockholders generally. Further, concentrated control by nXgen over key decision making as a result of its control of a majority of the voting power will limit or preclude our other stockholders’ ability to influence corporate matters for the foreseeable future. As a controlling stockholder, nXgen has the ability to, among others, control the outcome of matters submitted to our stockholders for approval, including the election of directors, amendments to our organizational documents, and any merger, consolidation, or sale of all or substantially all of our assets, which other stockholders may not support. The concentrated control of nXgen could also discourage potential investors from acquiring our Class A Common Stock.

We may elect to redeem the Preferred Stock at a price equal to $11.50 per share, and, if the Preferred Stock has not been converted by May 1, 2029, we will be required to redeem each share of Preferred Stock in cash at a price equal to $11.50 per share.

We have incurred significant transaction costs, including expenses of approximately $3.5 million as of July 31, 2024, in connection with the completion of our Business Combination, and expect to incur additional

 

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expenses to fund our operations and in connection with the implementation of our business plan. Accordingly, we depend primarily on the proceeds from the Equity Forward Transaction to finance our operations. At any time and from time to time following the issuance of the Preferred Stock, we may redeem the Preferred Stock in whole or in part, at our option, at a price equal to $11.50 per share. Additionally, if the Preferred Stock has not been converted by May 1, 2029, we will be required to redeem each share of Preferred Stock in cash at a price equal to $11.50 per share, subject to certain customary adjustments. Our redemption obligations with respect to the Preferred Stock could adversely affect our liquidity and reduce the amount of cash available for working capital, capital expenditures, growth opportunities, acquisitions and other general corporate purposes. In particular, if we have insufficient funds and are unable to obtain alternative financing on favorable terms or at all at the time we are required to redeem the Preferred Shares, we may be unable to pay the redemption price. In such a case, we may be required to declare bankruptcy and liquidate, which could result in the loss of your entire investment.

We may be unable to obtain additional financing to fund the operations and growth of the Company, which could compel us to restructure or abandon future transactions.

We may be required to obtain additional financing, including for maintenance or expansion of operations of our businesses, or to fund acquisitions. The failure to secure additional financing, if and when needed, could have a material adverse effect on our liquidity and our ability to realize growth opportunities, acquisitions and use funds for other general corporate purposes.

Raising additional capital may cause dilution to our stockholders or restrict our operations.

We may seek additional capital due to favorable market conditions or strategic considerations, including to raise additional funds to finance our current or future operating plans or to increase liquidity for the trading of our Class A Common Stock.

To the extent we raise additional capital through the sale of newly issued common stock, convertible securities or other equity securities, your ownership interest may be further diluted, and the terms of these securities could include liquidation or other preferences and anti-dilution protections that could adversely affect your rights as a common stockholder. In addition, debt financing, if available, may result in fixed payment obligations and may involve agreements that include restrictive covenants that limit its ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens, redeeming stock or declaring dividends, that could adversely impact its ability to conduct its business. Securing any such financing could require a substantial amount of time and attention from its management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect its management’s ability to oversee the development of our business.

If we are unable to raise additional capital if and when needed, our ability to implement our business plan may be negatively impacted.

If we were deemed to become an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted.

Part of our business plan is to grow through further acquisition opportunities, including, but not limited to, disruptive technologies and infrastructure assets to maximize our ability to drive shareholder value. We expect to primarily acquire controlling interests in operating companies and expect to participate in managing, through board representation or otherwise, a core group of those companies, which we would support for the long-term. Based on these factors, although we may acquire minority interests in certain circumstances, we believe that we will not be deemed to be an investment company, and we intend to continue to conduct our operations so that we will not be deemed an investment company. If, at any time, we were deemed to become or are determined to be primarily engaged in the business of investing, reinvesting or trading in securities, we could become subject to regulation under the Investment Company Act. In these circumstances, after giving effect to any applicable grace periods, we may be required to register as an investment company, which could result in significant registration and compliance costs, could require changes to our corporate governance structure and financial reporting, and could restrict our activities going forward. In addition, if we were to become subject to the Investment Company Act, any violation of the

 

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Investment Company Act could subject us to material adverse consequences, including potentially significant regulatory penalties and the possibility that certain of our contracts would be deemed unenforceable.

We face risks related to potential future acquisitions we may pursue. Any such potential future acquisition, if completed, could result in a change to our current business plan, which could adversely affect, potentially materially, the value of your securities.

We are engaged in the business of operating commercial real estate property and will derive revenues in the near term primarily from rent received pursuant to the Seller Lease Agreement. In addition, we anticipate to grow through further acquisition opportunities, including, but not limited to, disruptive technologies and infrastructure assets, which will entail special considerations and risks. Because we are neither limited to evaluating an acquisition opportunity in a particular industry sector nor have we determined which potential acquisition opportunities we may pursue, our stockholders have no information about other businesses we may operate in the future and there is no basis at this time to evaluate the possible merits or risks of any particular company’s operations, results of operations, cash flows, liquidity, financial condition or prospects. Any potential future acquisition could result in a change to our current business plan, which could adversely affect, potentially materially, the value of your securities. We may never be able to complete an acquisition opportunity, including due to competition within our industry for acquisitions of business, technologies and assets. Even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or the target may be acquired by another company. We may enter into negotiations for acquisitions that are not ultimately consummated.

If we are successful in completing any such a transaction, we may be subject to, and possibly adversely affected by, the following risks:

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if we do not develop successful new products or services or improve existing ones, our business will suffer;

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we may invest in new lines of business that could fail to attract or retain users or generate revenue;

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we will face significant competition and if we are not able to maintain or improve our market share, our business could suffer;

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the loss of one or more members of our management team, or our failure to attract and retain other highly qualified personnel in the future, could seriously harm our business;

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if our security is compromised or if one of our platforms is subjected to attacks that frustrate or thwart our users’ ability to access our products and services, our users, advertisers and partners may cut back on or stop using our products and services altogether, which could seriously harm our business;

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malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products could seriously harm our business and reputation;

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if we are unable to successfully grow our user base and further monetize our products or services, our business will suffer;

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if we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be seriously harmed;

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•

we may be subject to regulatory investigations and proceedings in the future, which could cause us to incur substantial costs or require us to change our business practices in a way that could seriously harm our business;

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components used in our products or services may fail as a result of a manufacturing, design, or other defect over which we have no control, and render our devices inoperable;

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•

an inability to manage rapid change, increasing consumer expectations and growth;

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an inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;

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•

an inability to deal with our subscribers’ or customers’ privacy concerns;

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an inability to license or enforce intellectual property rights on which our business may depend;

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an inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

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potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute;

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competition for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior;

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disruption or failure of our networks, systems or technology as a result of misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events; and

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the target company may have a significant need to raise capital to fund operations, serve customers and compete efficiently, and that capital may not be available on acceptable terms or at all.

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Any of the foregoing could have a material adverse impact on our operations following such a transaction, and our efforts in identifying prospective targets are not limited to any particular industry.

Any acquisitions we may pursue could result in operating difficulties, dilution and other consequences that may adversely impact our business, results of operations and financial condition.

Any future acquisitions or investments we may pursue could be material to our results of operations and financial condition. We may also evaluate and enter into discussions regarding a wide array of potential strategic transactions. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to complete acquisitions on favorable terms, if at all. The process of integrating an acquired company, business or technology may create unforeseen operating difficulties and expenditures. The areas where we face risks include, without limitation:

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loss of key employees of the acquired company and other challenges associated with integrating new employees into our culture, as well as reputational harm if integration is not successful;

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diversion of management time and focus from operating our business to addressing acquisition integration challenges;

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implementation or remediation of controls, procedures, and policies at the acquired company;

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difficulties in integrating and managing the combined operations, technologies, technology platforms and products of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;

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integration of the acquired company’s accounting, human resource and other administrative systems, and coordination of products, engineering and sales and marketing function;

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assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk for liabilities;

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failure to successfully realize our intended business strategy;

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uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions;

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unanticipated costs associated with pursuing acquisitions;

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responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, as well as, without limitation, liabilities arising out of their failure to maintain effective data protection and privacy controls and comply with applicable regulations;

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•

inability to maintain our internal standards, controls, procedures, and policies;

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•

failure to generate the expected financial results related to an acquisition on a timely manner or at all;

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•

difficulties in complying with antitrust and other government regulations;

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challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP;

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potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, patient relationships or intellectual property, are later determined to be impaired and written down in value; and

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failure to accurately forecast the impact of an acquisition transaction.

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Future acquisitions could also result in expenditures of significant cash, dilutive issuances of our equity securities, the incurrence of debt, restrictions on our business, contingent liabilities, amortization expenses or write-offs of goodwill, any of which could harm our financial condition. In addition, any acquisitions we announce could be viewed negatively by investors. If we are unable to successfully address any of these risks, our business, financial condition or operating results could be harmed.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including DISH and EchoStar, and, accordingly, may have conflicts of interest in determining to which entity a potential corporate opportunity should be presented.

Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including DISH and EchoStar, pursuant to which such officer or director is or will be required to present a corporate opportunity to such entity. Our amended and restated articles of incorporation provide that the corporate opportunity doctrine will not apply to our directors or officers in circumstances where it would conflict with any fiduciary duties or contractual obligations they may have, and that we renounce any expectancy that our directors or officers will offer such a corporate opportunity to us, except if all of the following conditions are satisfied: (a) we have expressed an interest in the business opportunity as determined from time to time by our board of directors as evidenced by resolutions appearing in our minutes; (b) the opportunity relates to a line of business in which we are then directly engaged; (c) the director or officer is permitted to refer the opportunity to us without violating any legal obligation; and (d) in the case of a director or officer who, at the time the opportunity is presented, has a fiduciary relationship to DISH or EchoStar, and the opportunity relates to a line of business in which DISH or EchoStar is then engaged or has expressed an interest, the director or officer has first referred the opportunity to DISH or EchoStar, as applicable, and that entity has declined to pursue the opportunity.

For further discussion of our executive officers’ and directors’ business affiliations, corporate opportunities and related party matters that you should be aware of, please see, “Business — Corporate Opportunities” and “Certain Relationships and Related Party Transactions.”

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete future transactions, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

Our business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, and terrorism.

Our business plan could be disrupted by the occurrence of any catastrophic event, including earthquake, fire, flood, tsunami, or other weather event, power loss, telecommunications failure, software or hardware malfunction, cyber-attack, war, terrorist attack, incident of mass violence or disease, and similar events. In addition, acts of terrorism, including malicious internet-based activity, could cause disruptions to the internet

 

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or the economy as a whole. If our business functions do not continue to operate during and after a disaster, our business, financial condition, and results of operations would be harmed.

We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to our business, financial condition and results of operations that may result from interruptions in access to our platform as a result of system failures.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We have not adopted specific processes for assessing and managing information theft, data corruption, operational disruption and/or financial loss. The audit committee is generally responsible to discuss with management any significant risks or exposures, and as necessary report such risks or exposures to our board of directors. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and other applicable securities rules and regulations. Compliance with these rules and regulations increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly because we are not an “emerging growth company.” The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

We have a material weakness in our internal control over financial reporting as of December 31, 2023. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”) informing market participants that certain warrants issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Following issuance of the SEC Statement, on May 24, 2021, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued audited financial statements as of and for the period ended December 31, 2021. Additionally, in connection with the preparation of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, management re-evaluated the Company’s application of ASC 480-10-S99 with respect to the accounting classification of public shares and determined that the public shares include redemption provisions that require classification of all public shares as temporary equity. After further consideration, subsequent to the filing of the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, management re-evaluated the impact of the reclassification of a portion of the public shares on the Company’s previously issued financial statements and, in consultation with the Company’s audit committee, concluded that such reclassification was material with respect to certain of the Company’s previously issued financial statements and the financial statements should be restated. In addition, in connection with

 

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the change in presentation for the public shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of stock share pro rata in the income and losses of the Company. Accordingly, on January 20, 2022, the Company’s management and audit committee concluded that it was appropriate to restate the Company’s previously issued financial statements. As part of such process, we also identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. We became aware of the need to change the classification of our warrants when the SEC Statement was issued on April 12, 2021. As a result, management concluded that there was a material weakness in internal control over financial reporting as of December 31, 2023.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

The Company is a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualifies for and will rely on exemptions from certain corporate governance requirements. As a result, even if we remain listed on Nasdaq, our stockholders will not have the same protections afforded to shareholders of companies that cannot rely on such exemptions and are subject to such requirements.

Our Chairman and Director, Charles W. Ergen, through nXgen beneficially owns approximately 99.4% of our Class A Common Stock and may exert substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including election of directors, certain major corporate transactions and amendments to our amended and restated articles of incorporation. As a result, we are considered a “controlled company” within the meaning of the Nasdaq listing rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements of Nasdaq, including, but not limited to, the requirement that:

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a majority of the board of directors consists of directors who qualify as “independent” as defined under the Nasdaq listing rules;

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its board of directors have a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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its board of directors have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

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CONX may rely on some or all of these exemptions so long as it remains a “controlled company.” As a result, CONX may not have (i) a majority of independent directors, (ii) a nominating and governance committee composed entirely of independent directors, and (iii) a compensation committee composed entirely of independent directors. Accordingly, to the extent CONX relies on such exemptions, CONX stockholders will not have the same protections afforded to stockholders of companies subject to all of the corporate governance requirements of Nasdaq.

 

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Provisions in our Articles and Nevada law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our shares of Class A Common Stock and could entrench management.

Our Articles contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include:

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the ability of the board of directors to designate the terms of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities; and

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a staggered board of directors.

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All of these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Nevada law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Provisions in our Articles and Nevada law may have the effect of discouraging lawsuits against our directors and officers.

Our Articles require, unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall, to the fullest extent permitted by law, be the exclusive forum for any or all actions, suits, proceedings, whether civil, administrative or investigative or that asserts any claim or counterclaim, (a) brought in the name or right of our company or on our behalf; (b) asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of our company to us or our stockholders; (c) arising or asserting a claim pursuant to any provision of Chapters 78 or 92A of the NRS or any provision of our Articles or bylaws; (d) to interpret, apply, enforce or determine the validity of our Articles or bylaws; or (e) asserting a claim governed by the internal affairs doctrine. In the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such action, then any other state district court located in the State of Nevada shall be the exclusive forum for such action. In the event that no state district court in the State of Nevada has jurisdiction over any such action, then a federal court located within the State of Nevada shall be the exclusive forum for such action. Notwithstanding the foregoing, our Articles provide that this exclusive forum provision will not apply to suits arising under (i) the Exchange Act or any other claim for which federal courts have exclusive jurisdiction and (ii) the Securities Act.

Although we believe this provision benefits us by providing increased consistency in the application of Nevada law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers.

Risks Related to this Offering and our Securities

Sales of a substantial number of our securities by the Selling Securityholders and/or by our other existing securityholders could cause the price of our shares of Class A Common Stock and Public Warrants to fall.

This prospectus relates to the offer and resale from time to time by the Selling Securityholders of up to 30,000 shares of Class A Common Stock issued to the Independent Directors, which vested on the date of the consummation of the Business Combination. The Selling Securityholders will be able to sell all such registered shares (subject to contractual lockups and requirements of applicable securities laws) for so long as the registration statement of which this prospectus forms a part is available for use. In addition, (i) our Chairman and Director, Charles W. Ergen, through nXgen, beneficially owns 18,750,000 shares of Class A Common Stock and 11,333,333 shares of Class A Common Stock that are issuable upon the exercise of 11,333,333 Private Placement Warrants, and (ii) the Trust beneficially owns 17,391,300 shares of Class A Common Stock that are issuable upon conversion of the Preferred Stock. We are not registering

 

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these shares for resale on the registration statement of which this prospectus forms a part at this time. However, all these shares are subject to registration rights pursuant to the Registration Rights Agreement, including certain demand and ‘‘piggyback” registration rights. In addition, our securityholders may seek to sell our securities in reliance on resale exemptions to the registration requirements of the Securities Act outside of this prospectus.

Sales of a substantial number of our shares of Common Stock and/or Warrants by the Selling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our shares of Class A Common Stock and Public Warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares of Class A Common Stock and Public Warrants.

Certain existing stockholders, including nXgen and certain of the Selling Securityholders, purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.

Certain stockholders in the Company, including certain of the Selling Securityholders and nXgen, acquired, or may acquire, shares of our Common Stock or Warrants at prices below the current trading price of our Class A Common Stock, and may experience a positive rate of return based on the current trading price.

The shares of Class A Common Stock being registered for issuance or resale on the registration statement of which this prospectus forms a part represent approximately 159.1% of our total outstanding shares of Class A Common Stock as of the date of this prospectus. The sale of all such shares of Class A Common Stock could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, some of the Selling Securityholders or nXgen may still experience a positive rate of return on the Class A Common Stock they purchased or acquired due to the differences in the purchase prices described above. Based on the closing price of our Class A Common Stock of $4.40 on July 31, 2024, the Independent Directors may experience potential profit of up to $4.40 per share (or approximately $132,000 in the aggregate based on the Independent Directors’ beneficial ownership of 30,000 shares of Class A Common Stock) with respect to sales of Class A Common Stock based on the Independent Directors having acquired the shares of Class A Common Stock at no cost in exchange for services rendered to CONX.

nXgen purchased 18,750,000 shares of Class B common stock, par value $0.0001 (“Founder Shares”) per share of the Company for an aggregate purchase price of $25,000, or approximately $0.001 per share, and nXgen purchased 11,333,333 Private Placement Warrants for an aggregate purchase price of $17.0 million, or $1.50 per Private Placement Warrant. Given the differential in purchase price that nXgen paid for the Founder Shares as compared to the price of the units sold in the Initial Public Offering and subsequent number of shares of our Class A Common Stock that nXgen received upon conversion of the Founder Shares in connection with the Business Combination, nXgen is likely to be able to make a substantial profit on its investment in CONX at a time when its public shares have lost significant value. Based on the closing price of our Class A Common Stock of $4.40 on July 31, 2024, nXgen may experience potential profit of up to $4.40 per share (or approximately $82,500,000 in the aggregate based on nXgen’s beneficial ownership of 18,750,000 shares of Class A Common Stock) with respect to sales of Class A Common Stock. We are not registering these shares for resale on the registration statement of which this prospectus forms a part at this time. However, all these shares are subject to registration rights pursuant to the Registration Rights Agreement, including certain demand and ‘‘piggyback” registration rights. In addition, our securityholders may seek to sell our securities in reliance on resale exemptions to the registration requirements of the Securities Act outside of this prospectus.

Public securityholders will not be able to experience the same positive rates of return on securities they purchase because the Independent Directors received shares of Class A Common Stock at no cost. Consequently, even if the trading price of the Class A Common Stock is lower as compared to the price of the Units sold in the Initial Public Offering, the Selling Stockholders and nXgen may have an incentive to sell their shares of Class A Common Stock because they received their shares at a price significantly lower

 

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than the public shareholders or the current trading price of the Class A Common Stock and may pay profit even, in some cases significantly so, under circumstances in which the Company’s public shareholders would experience losses in connection with their investment.

Our Warrants are exercisable for shares of Class A Common Stock, which exercises will increase the number of shares of Class A Common Stock eligible for future resale in the public market and result in dilution to our existing stockholders.

The outstanding Warrants to purchase an aggregate of 30,083,285 shares of Class A Common Stock become exercisable on May 31, 2024. Each Warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a price of $11.50 per whole share. Warrants may be exercised only for a whole number of shares of Class A Common Stock. To the extent such warrants are exercised, additional shares of Class A Common Stock will be issued, which will result in dilution to the then existing holders of Class A Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Class A Common Stock.

On July 31, 2024, the closing price for our Class A Common Stock was $4.40. If the price of our Class A Common Stock remains below $11.50 per share we believe warrant holders will be unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us.

Our stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they have experienced in connection with the Business Combination.

If we are unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, our stockholders will have experienced dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Company is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

Our securities have been delisted from Nasdaq, which has limited and may continue to limit investors’ ability to make transactions in our securities.

As previously disclosed on our Current Report on Form 8-K filed with the SEC on August 18, 2023, on August 14, 2023, the staff of the Nasdaq notified the Company that it no longer meets Listing Rule 5550(b)(2) (the “Rule”) requiring the Company to maintain a minimum market value of listed securities (“MVLS”) of $35 million. The notice was based on a review of the Company’s MVLS for the past 30 consecutive business days. Nasdaq’s listing rules provide the Company a compliance period of 180 calendar days, or until February 12, 2024, in which to regain compliance. On February 14, 2024, the Company received notification from Nasdaq that the Company had not regained compliance with the Rule (the “Notice”). The Nasdaq Hearings Panel (the “Panel”) considered this matter in rendering its determination regarding the Company’s continued listing on the Nasdaq, as further described below.

As previously disclosed on our Current Report on Form 8-K filed with the SEC on November 1, 2023, on October 30, 2023, the Company received a notice from the staff of the Nasdaq indicating that the Company’s securities would be subject to suspension and delisting from the Nasdaq at the opening of business on November 8, 2023 due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of the registration statement for its initial public offering. The Panel considered this matter in rendering its determination regarding the Company’s continued listing on the Nasdaq, as further described below.

Subsequent to a hearing on February 8, 2024, the Panel determined to grant the Company an exception for its securities to continue to be listed on Nasdaq until April 29, 2024, subject to (i) the Company executing a definitive agreement to complete a business combination by March 11, 2024 (which condition was satisfied by the execution of the Purchase Agreement on March 10, 2024), and (ii) on or before April 29, 2024, the Company demonstrating compliance with all applicable requirements for continued listing on Nasdaq. Furthermore, in connection with the consummation of the Business Combination, we were required

 

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to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

On May 2, 2024, the Panel notified the Company of the Panel’s determination that, although the Company completed a business combination, Nasdaq Listing Qualifications Staff informed the Panel that as a result of the Company’s Market Value of Publicly Held Securities as of May 1, 2024, the Company did not comply with Nasdaq’s initial listing requirements and therefore did not comply with Nasdaq IM-5101-2, and the Company’s securities would be delisted from Nasdaq. Trading of the Company’s securities on the Nasdaq was suspended at the open of trading on May 6, 2024. As of May 24, 2024, our Class A Common Stock and Public Warrants have been authorized for trading on the OCTQX Market operated by the OTC Markets Group, Inc. under the symbol “CNXX” and “CNNXW,” respectively.

On June 24, 2024, the Company withdrew its appeal of the Panel’s decision and the Nasdaq Listing and Hearing Review Council did not call the matter for review. On July 19, 2024, Nasdaq filed a Form 25 with the SEC to delist the Company’s securities from Nasdaq. The delisting is effective as of July 29, 2024. We face adverse consequences as a result of our securities not being listed on a national securities exchange, including (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities, (iii) a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a limited amount of news and analyst coverage, if any, in the future; (v) a decreased ability to issue additional securities or otherwise obtain additional financing in the future; and (vi) a decreased ability of our securityholders to sell their securities in certain states.

A market for our securities may never develop and investors may find it difficult to buy and sell our shares, which would further adversely affect the liquidity and price of our securities.

An active trading market for our securities may never fully develop or, if developed, it may not be sustained. In addition, our securities have been delisted from Nasdaq. Although our Class A Common Stock is quoted on the over-the-counter market, such market is an unorganized, interdealer market which provides significantly less liquidity than the Nasdaq or other national securities exchange. Securities traded on the over-the-counter market are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. Any significant trading volume in our common stock may not be sustained. These factors may have an adverse impact on the trading and price of our Class A Common Stock. See “— Our securities have been delisted from Nasdaq, which has limited and may continue to limit investors’ ability to make transactions in our securities” above for further discussion.

The market price of our securities may decline and investors may experience a loss as a result of decreasing market prices.

The market price of our securities may decline for a number of reasons, including, without limitation:

•

investors may react negatively to the prospects of our business and the prospects of the Business Combination;

​

•

general economic conditions and forecasts and our general business condition;

​

•

we do not achieve the perceived benefits of the Business Combination to the extent anticipated by the financial community or industry analysts; and

​

•

the value of the Property proves to be materially less than the value used by our board of directors to determine the purchase price paid for the Property.

​

Accordingly, investors may experience a loss as a result of decreasing market prices. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert

 

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our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

The Company has a relatively limited number of shares of Class A Common Stock outstanding, 99.4% of which is held by nXgen, which could result in continued volatility of our stock price.

Subsequent to the consummation of our Business Combination, there has been volatility in the price of our Class A Common Stock. As a result of the Company’s limited public float, our Class A Common Stock may be less liquid than the stock of companies with broader public ownership. Among other things, trading of a relatively small volume of the Company’s Class A Common Stock may have a greater impact on the trading price for the Company’s shares than would be the case if the Company’s public float were larger. The public price of the Company’s Class A Common Stock has in the past fluctuated substantially and, due to the current concentration of stockholders, the trading price of the Class A Common Stock may continue to do so in the future. Such volatility may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the potentially rapidly changing value of our Class A Common Stock. Because we have no current plans to pay cash dividends on our Class A Common Stock, you may not receive any return on investment unless you sell your Class A Common Stock for a price greater than that which you paid for it.

We have no current plans to pay cash dividends on our Class A Common Stock. The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiary to us and such other factors as our board of directors may deem relevant. Accordingly, we may not pay any dividends on our Class A Common Stock in the foreseeable future.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that the closing price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we give notice of redemption to the Public Warrant holders and provided certain other conditions are met. If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding warrants could force you to (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

In addition, we have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our shares of Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their Public Warrants, but only on a cashless basis, prior to redemption for a number of shares of Class A Common Stock determined based on the redemption date and the fair market value of our shares of Class A Common Stock. The value received upon exercise of the Public Warrants (i) may be less than the value the holders would have received if they had exercised their Public Warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the Public Warrants, including because the number of shares received is capped at 0.361 shares of Class A Common Stock per Public Warrant (subject to adjustment) irrespective of the remaining life of the Public Warrants.

 

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None of the 11,333,333 warrants (the “Private Placement Warrants”) originally issued in a private placement at a price of $1.50 per Private Placement Warrant in connection with the initial public offering (the “IPO”) of the Company will be redeemable by us so long as they are held by nXgen or its permitted transferees.

Our securityholders may face restrictions on the resale of our securities due to state “blue sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration or qualification in place to cover the transaction, or the transaction must be exempt from registration or qualification. The applicable broker must be registered in that state. There may be state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our common stock. As a result of our delisting from Nasdaq, our securities currently do not qualify as “covered securities” under Section 18(b)(1) of the Securities Act and are therefore subject to regulation in each state in which we offer our securities and may not qualify for offering and sale in certain states. Our Class A Common Stock and Public Warrants are quoted and traded on the OTCQX Market operated by OTC Markets Group Inc. The OTCQX Market is recognized as a securities manual in a majority of states and therefore qualifies for the “manual exemption” in those states. The “manual exemption” permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by that state. We may fail to continue to qualify for the “manual exemption” if our securities cease to be quoted and traded on the OTCQX Market.

As a result of our delisting from Nasdaq, we are more likely to require holders of Public Warrants who exercise their warrants to do so on a cashless basis and such holders may receive fewer shares of Class A Common Stock upon exercise than they would have received had they been able to pay the exercise price of their warrants in cash.

As a result of our delisting from Nasdaq, our securities currently do not qualify as “covered securities” under Section 18(b)(1) of the Securities Act and are therefore subject to regulation in each state in which we offer our securities and may not qualify for offering and sale in certain states. Consequently, unless an exemption from qualification of our shares of Class A Common Stock is then available in any relevant state (including the “existing securityholder exemption” discussed below), we are more likely to require holders of Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act. The number of shares we issue in a cashless exercise may be lower than if the Public Warrants were exercised on a cash basis, which could adversely affect the value of our common stock, and the holders of the Public Warrants may experience a lower rate of return than they would have in a cash exercise if the trading price of our shares of Class A Common Stock increases. The number of shares we issue in a cashless exercise is capped at 0.361 shares of Class A Common Stock per Public Warrant (subject to adjustment), as further described in “Description of Our Securities of CONX — Redeemable Warrants”. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants are not clear under current law. See “Material U.S. Federal Income Tax Considerations — U.S. Holders — Exercise or Lapse of a Warrant.” A majority of states exempt from “blue sky” registration and qualification requirements an offer to existing securityholders, including warrant holders, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state. However, this exemption is not available in every state, and there can be no assurance that we will be able to rely on this exemption if a holder seeks to exercise its Public Warrants for cash.

Non-U.S. holders may be subject to U.S. federal income tax on gain realized on the sale or other taxable disposition of Class A Common Stock and Warrants if we are a United States real property holding corporation (“USRPHC”).

Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe we may currently be a USRPHC. As a result, a “Non-U.S. holder” ​(as defined below under “Material U.S. Federal Income Tax Considerations”) may be subject to U.S. federal income tax on gain realized on a sale or other taxable disposition of our securities, unless certain exceptions apply. See “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders” for a more detailed discussion on the application of the USRPHC rules to a Non-U.S. holder.

 

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USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. We will receive up to approximately $346.0 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash, but not from the sale of the shares of Class A Common Stock issuable upon such exercise. Each Warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a price of $11.50 per share. On July 31, 2024, the closing price for our Class A Common Stock was $4.40. If the price of our Class A Common Stock remains below $11.50 per share, we believe warrant holders will be unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us. We intend to use the cash proceeds from the exercise of Warrants, if any, for general corporate and working capital purposes. Our management will have broad discretion over the use of proceeds from the exercise of Warrants.

The Selling Securityholders will pay all incremental selling expenses relating to the sale of their shares of Class A Common Stock, including underwriters’ or agents’ commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the Selling Securityholders, except that we will pay the reasonable fees and expenses of one legal counsel for the Selling Securityholders, in the event of an underwritten offering of their securities. We will bear all other costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, printing and delivery fees and fees and expenses of our counsel and our accountants.

 

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DETERMINATION OF OFFERING PRICE

The offering price of the shares of Class A Common Stock underlying the Warrants offered hereby is determined by reference to the exercise price of the Warrants of $11.50 per share. We cannot currently determine the price or prices at which shares of Class A Common Stock or Warrants may be sold by the Selling Securityholders under this prospectus.

 

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our Class A Common Stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board after considering, among other things, the dividend rights of the Preferred Stock pursuant to the Certificate of Designation, our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Nevada law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the Board deems relevant.

 

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MARKET INFORMATION

Our Class A Common Stock and Public Warrants are quoted and traded on the OTCQX Market operated by OTC Markets Group Inc. under the symbol “CNXX” and “CNXXW,” respectively.

Prior to the consummation of the Business Combination, the Class A Common Stock, the units of CONX, and Public Warrants were traded on Nasdaq under the symbols “CONX,” “CONXU” and “CONXW,” respectively.

As of July 23, 2024, there were 5 holders of record of our Class A Common Stock and 2 holders of record of our Public Warrants. The actual number of stockholders of our Class A Common Stock and the actual number of holders of our Public Warrants is greater than the number of record holders and includes holders of our Class A Common Stock or Public Warrants whose shares of Class A Common Stock or Warrants are held in street name by brokers and other nominees.

 

25

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Defined terms included below have the same meaning as terms defined and included elsewhere in this Prospectus, unless defined below.

Introduction

The following unaudited pro forma condensed financial information of CONX presents the historical financial information of CONX, adjusted to give effect for the purchase of the Property from Seller. The following unaudited pro forma condensed financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed balance sheet as of March 31, 2024 presents the historical balance sheet of CONX, adjusted to give effect to the purchase of the Property as of March 31, 2024, on a pro forma basis as if the Transaction had been completed on March 31, 2024.

The unaudited pro forma statements of operations for the year ended December 31, 2023 and the three months ended March 31, 2024 present the historical statement of operations of CONX for such period on a pro forma basis as if the Transaction had been consummated on January 1, 2023, the beginning of the annual period presented.

The unaudited pro forma condensed financial information has been derived from and should be read in conjunction with:

•

the accompanying notes to the unaudited pro forma condensed financial information;

​

•

the historical audited financial statements of CONX as of and for the year ended December 31, 2023 and the related notes thereto, included elsewhere in this prospectus;

​

•

the historical unaudited financial statements of CONX as of and for the three months ended March 31, 2024 and the related notes thereto, included elsewhere in this prospectus; and

​

•

the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CONX” and other financial information relating to CONX and the Property included elsewhere in this prospectus, including the Purchase Agreement.

​

The unaudited pro forma condensed financial information has been presented for illustrative purposes only and does not necessarily reflect what CONX’s financial condition or results of operations would have been had the Transaction occurred on the dates indicated.

Further, the unaudited pro forma condensed financial information also may not be useful in predicting the future financial condition and results of operations of CONX. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed financial information are described in the accompanying notes. CONX believes that the assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transaction based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed financial information.

The Transaction

Pursuant to the Purchase Agreement, on May 1, 2024, CONX purchased from Seller the Property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million (the “Property Purchase Price”).

On May 1, 2024, Seller and CONX entered into the Seller Lease Agreement pursuant to which Seller leased the Property from the Company. The Seller Lease Agreement is a “triple-net” lease. The Seller Lease

 

26

 

Agreement provides for (i) an initial term of approximately 10 years, (ii) a base rent payable during the first year of the initial term of $228,500 per month, which will escalate annually at a rate of two percent per annum and (iii) two five-year renewal options for Seller, with the base rent upon a renewal to be revised to fair market value and subject to the same annual escalation terms. All of Seller’s obligations under the Seller Lease Agreement are guaranteed by DISH, an affiliate of Seller.

Pursuant to our Articles, CONX provided public stockholders of Class A Common Stock with the opportunity to redeem, upon the consummation of the Transaction, shares of Class A Common Stock then held by them at a price of $10.598120 per share.

Anticipated Accounting Treatment

The purchase of the Property is intended to be accounted for as an asset acquisition. In accordance with the accounting requirements for transactions among entities under common control, the Property is initially recorded at Seller’s historical carrying value. As a result, the difference between such historical carrying value and the Property Purchase Price of the Property is recorded as an adjustment to equity.

Basis of Pro Forma Presentation

The unaudited pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The adjustments in the unaudited pro forma financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of CONX upon consummation of the Transaction and the other events contemplated by the Purchase Agreement in accordance with U.S. GAAP.

The unaudited pro forma condensed financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Transaction occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Transaction and the other events contemplated by the Purchase Agreement are expected to be used for general corporate purposes. Further, the unaudited pro forma condensed financial information does not purport to project the future operating results or financial position of CONX following the consummation of the Transaction. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed financial information and are subject to change as additional information becomes available and analyses are performed.

For illustrative purposes, the unaudited pro forma condensed financial information reflects the actual redemptions of Class A Common Stock in connection with the Transaction:

•

Actual Redemptions (“Actual Share Redemption”) — this adjustment reflects 1,941,684 shares of Class A Common Stock redeemed at the redemption price of $10.598120 per share for an aggregate payment of $20,578,200.03.

​

The purchase of the Property is intended to be accounted for under U.S. GAAP as an asset acquisition.

We used the cash available from the funds held in the Trust Account to purchase the shares of Class A Common Stock validly tendered and not properly withdrawn pursuant to the Offer to Purchase, dated April 1, 2024 (as amended from time to time), and the balance was released to us to fund a portion of the Purchase Price for the Property. Assuming a Transaction Closing as of March 31, 2024, the balance of the Trust Account as of the Transaction Closing would have been (i) $22,216,916, assuming no redemptions and (ii) $1,638,716 assuming actual redemptions of 1,941,684 shares of Class A Common Stock.

The unaudited pro forma condensed balance sheet and statement of operations do not include adjustments for (i) the outstanding warrants issued in connection with the Initial Public Offering, as such warrants are not exercisable for shares of Class A Common Stock until 30 days after the Transaction Closing, or (ii) the shares of Class A Common Stock issuable upon conversion of the Preferred Stock in the Equity Forward Transaction, as such Preferred Stock is not convertible until (x) the tenth trading day following the

 

27

 

date on which the volume-weighted average price for the Company’s common stock over any twenty trading days within any preceding thirty consecutive trading day period is greater than or equal to $11.50, and (y) the issuance of shares has been approved by the Company’s shareholders to the extent (and only to the extent) that such conversion would require stockholder approval under Nasdaq Rule 5635.

The following summarizes the pro forma shares of Common Stock issued and outstanding immediately after the Transaction:

Actual Redemptions

*

Less than one percent

​

 

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UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AS OF MARCH 31, 2024

 

29

 

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023

 

30

 

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

Note 1 — Description of the Transaction

Pursuant to the Purchase Agreement, on May 1, 2024, CONX purchased from Seller the Property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million.

On May 1, 2024, Seller and CONX entered into the Seller Lease Agreement pursuant to which Seller leased the Property from the Company. The Seller Lease Agreement is a “triple-net” lease. The Seller Lease Agreement provides for (i) an initial term of approximately 10 years, (ii) a base rent payable during the first year of the initial term of $228,500 per month, which will escalate annually at a rate of two percent per annum and (iii) two five-year renewal options for Seller, with the base rent upon a renewal to be revised to fair market value and subject to the same annual escalation terms. All of Seller’s obligations under the Seller Lease Agreement are guaranteed by DISH, an affiliate of Seller.

Note 2 — Basis of the Presentation

The unaudited pro forma condensed financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The historical financial information of CONX has been adjusted by the transaction accounting adjustments to illustrate the estimated effect of the Transaction and certain other events contemplated by the Purchase Agreement to provide relevant information necessary for an understanding of CONX upon consummation of the Transaction described herein.

The unaudited pro forma condensed financial information is based on the historical financial information of CONX, as adjusted to give effect to the Transaction, which is treated as an asset acquisition under U.S. GAAP.

The unaudited pro forma condensed financial information has been prepared using the actual redemption of 1,941,684 shares of Class A Common Stock held by public stockholders into cash.

The purchase of the Property is intended to be accounted for under U.S. GAAP as an asset acquisition.

Note 3 — Transaction Accounting Adjustments to the CONX Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2024

The transaction accounting adjustments included in the unaudited pro forma condensed balance sheet as of March 31, 2024 are as follows:

(A)

Reflects the acquisition of the Property under the terms of the Purchase Agreement for $26.75 million. In accordance with the accounting requirements for transactions among entities under common control, the Property is initially recorded at Seller’s historical carrying value. The difference between such historical carrying value and the purchase price is recorded as an adjustment to equity.

​

(B)

Reflects the receipt as of January 1, 2023, of a $200 million investment pursuant to the terms of the Subscription Agreement, resulting in the issuance of 17,391,300 shares of the Company’s Preferred Stock. In connection with this issuance, the equity forward liability was settled and the carrying value was reclassified to Preferred Stock.

​

(C)

Reflects the estimated other transaction costs that were not previously accrued by the Company as of March 31, 2024.

​

(D)

Reflects the reversal of the accrued underwriting fee obligation, due to DBSI’s waiving its entitlement to any portion of the deferred underwriting fee payable to it under the underwriting agreement.

​

(E)

Reflects the payment of the accrued legal costs as of the Transaction Closing.

​

 

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(F)

Reflects the net repayment of related party obligations.

​

(G)

Reflects cash paid for the redemption of Class A common stock and the reclassification of cash held in Trust to unrestricted cash for shares of Class A common stock subject to possible redemption that are not redeemed.

​

Note 4 — Transaction Accounting Adjustments to the CONX Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2023 and the Three Months Ended March 31, 2024

The transaction accounting adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 and the three months ended March 31, 2024 are as follows:

(AA)

Reflects depreciation expense in the amount recognized by Seller, based on Seller’s historical carrying value and depreciable life of the Property. The Seller’s carrying value for the Property was $38.47 million with $15.13 million of accumulated depreciation. The depreciable lives of the Property and for subsequent improvements are 40 and 35 years, respectively.

​

(BB)

Reflects total rental income for the Property from Seller based on the amount of $228,500 per month.

​

(CC)

Reflects the estimated other transaction costs incurred by the Company.

​

(DD)

Reflects the reduction of interest income generated by the Company on funds held in the Trust Account that were utilized for the redemption of Class A common stock by investors as part of the Transaction or reclassified to unrestricted cash.

​

(EE)

Reflects the incremental income tax effects assuming a combined 24% rate on the unaudited condensed pro forma statement of operations. The combined 24% rate includes the federal statutory rate and state income taxes, net of federal benefit of 21% and 3%, respectively.

​

Note 5 — Net (Loss) Income per Share

The following table shows the net (loss) income per share calculated using the historical weighted average shares of Common Stock outstanding for the year ended December 31, 2023 and the three months ended March 31, 2024.

 

33

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of the Company should be read together with our audited financial statements, unaudited condensed financial statements and related notes included elsewhere in this prospectus. The discussion and analysis should also be read together with the section entitled “Business” and our pro forma financial information as of and for the quarter ended March 31, 2023 and for the year ended December 31, 2023 and for the year ended December 31, 2022. See “Unaudited Pro Forma Condensed Combined Financial Statements.” In addition to historical information, the following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Certain amounts may not foot due to rounding, and all figures presented are in thousands.

Overview

We were incorporated in the State of Nevada on August 26, 2020. Our business purpose was to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. Subsequent to the closing of our Business Combination on May 1, 2024 (the “Closing Date”), we derive revenues primarily from rent received from our operation of real estate property. In addition, we anticipate to grow through acquisition opportunities, including, but not limited to, disruptive technologies and additional infrastructure assets.

Recent Developments

On the Closing Date, the Company completed its previously announced purchase from EchoStar Real Estate Holding L.L.C. (“Seller”), a subsidiary of EchoStar Corporation (“EchoStar”), of that certain commercial real estate property (the “Property”) in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million (the “Transaction”), pursuant to the terms of the purchase and sale agreement, dated as of March 10, 2024 (as amended by that certain Amendment No. 1 thereto, dated May 1, 2024, the “Purchase Agreement”), by and between the Company and Seller. The Transaction constituted the Company’s “Business Combination”, as that term is defined in the Company’s Amended and Restated Articles of Incorporation.

In connection with the Transaction, each share of the then-issued and outstanding Class B common stock, par value $0.0001 per share of the Company (“Founder Shares”), automatically converted into one share of Class A Common Stock on the Closing Date.

On the Closing Date, the Company and Seller entered into a lease agreement (the “Seller Lease Agreement”), pursuant to which Seller leased the Property from the Company. The Seller Lease Agreement is a “triple-net” lease. The Seller Lease Agreement provides for (i) an initial term of approximately 10 years, (ii) a base rent payable during the first year of the initial term of $228,500 per month, which will escalate annually at a rate of two percent per annum, (iii) a monthly additional rent payment, which is estimated for each calendar year and paid in equal monthly installments, which represents Seller’s proportionate share of the operating expenses of the Property, and (iv) two five-year renewal options for Seller, with the base rent upon a renewal to be revised to fair market value and subject to the same annual escalation terms. All of Seller’s obligations under the Seller Lease Agreement are guaranteed by DISH Network Corporation, an affiliate of Seller.

Pursuant to the Tender Offer Statement on Schedule TO originally filed with the SEC by the Company on April 1, 2024 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to 2,120,269 of its issued and outstanding shares of Class A Common Stock at a price of $10.598120 per share (the “Purchase Price”), a total of 1,941,684 shares of Class A Common Stock (the “Tendered Shares”) were validly tendered and not properly withdrawn as of the expiration date of the tender offer and were accepted for purchase by the Company. As of the Closing Date, the Company purchased all such Tendered Shares of Class A Common Stock at the Purchase Price.

 

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On the Closing Date, the Company completed the Equity Forward Transaction. Prior to the Closing Date, Mr. Ergen assigned the Subscription Agreement in accordance with its terms to the Trust. On the Closing Date, the Company issued and sold to the Trust 17,391,300 shares of Preferred Stock, at an aggregate purchase price of approximately $200 million, or $11.50 per share. The Company used a portion of the proceeds from the Equity Forward Transaction to fund the purchase price for the Property in the Business Combination. At any time and from time to time following the issuance of the Preferred Stock, we may redeem the Preferred Stock in whole or in part, at our option, at a price equal to $11.50 per share. Additionally, if the Preferred Stock has not been converted by May 1, 2029, we will be required to redeem each share of Preferred Stock in cash at a price equal to $11.50 per share, subject to certain customary adjustments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

As of the Closing Date, the Company satisfied and discharged its obligations under the Second Restated Note by repaying in full the principal amount of $900,000 to nXgen.

As of the Closing Date, the Company satisfied and discharged its obligations under the First Extension Note by repaying in full the principal amount of $1,168,773.76 to nXgen.

As of the Closing Date, the Company satisfied and discharged its obligations under the Second Extension Note by repaying in full the principal amount of $539,652.40 to nXgen.

On May 2, 2024, the Nasdaq Hearings Panel (the “Panel”) notified the Company of the Panel’s determination that, although the Company completed a business combination, Nasdaq Listing Qualifications Staff informed the Panel that as a result of the Company’s Market Value of Publicly Held Securities as of May 1, 2024, the Transaction did not demonstrate compliance with Nasdaq’s initial listing requirements and therefore the Company did not comply with Nasdaq IM-5101-2, and the Company’s securities would be delisted from Nasdaq. Trading of the Company’s securities on the Nasdaq was suspended at the open of trading on May 6, 2024. The Company subsequently applied for its securities to be quoted on the OTCQX Market operated by the OTC Markets Group, Inc. As of May 24, 2024, our Class A Common Stock and Public Warrants have been authorized for trading on the OTCQX Market under the symbol “CNXX” and “CNNXW,” respectively. On June 24, 2024, the Company withdrew its appeal of the Panel’s decision and the Nasdaq Listing and Hearing Review Council did not call the matter for review. On July 19, 2024, Nasdaq filed a Form 25 with the SEC to delist the Company’s securities from Nasdaq. The delisting is effective as of July 29, 2024.

Results of Operations

Prior to the completion of the Business Combination, we neither engaged in any operations nor generated any operating revenues. Our only activities for the three months ended March 31, 2024 were associated with the search for a target company and the completion of the Business Combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our derivative warrant liabilities at each reporting period.

Prior to October 12, 2022, we generated non-operating income in the form of interest income on proceeds derived from the Initial Public Offering. Effective October 12, 2022, the Company converted all of the investments in the Trust Account into cash, which remained in the Trust Account. On September 29, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to hold all funds in the Trust Account in an interest-bearing deposit account with a financial institution in the United States. Accordingly, following the transfer to an interest-bearing deposit account, the amount of interest income again increased. As of March 31, 2024, interest on such deposit account was approximately 4.5% per annum.

For the three months ended March 31, 2024, we had net income of $2,373,957 which was primarily related to a change in fair value of derivative warrant liabilities of $3,191,842 and included interest income of $250,812 and income tax expense adjustment of $10,336, primarily offset by general and administrative expenses of $1,072,033.

 

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For the three months ended March 31, 2023, we had net loss of $784,053 which was primarily related to a change in fair value of derivative warrant liabilities of $923,558 and general and administrative expenses of $277,914, primarily offset by a change in fair value of the Extension Note convertible of $417,419.

For the year ended December 31, 2022, we had net income of $24,194,749, which was primarily related to a change in fair value of derivative warrant liabilities of $21,359,166 and included interest income of $4,937,551, partially offset by income tax expense of $1,213,218 and general and administrative expenses of $888,749.

For the year ended December 31, 2023, we had net loss of $5,994,501, which was primarily related to a change in fair value of derivative warrant liabilities of $4,693,000 and included income tax expense of $65,469, loss on equity forward of $325,000 and general and administrative expenses of $1,178,513, partially offset by interest income of $267,481.

Liquidity and Capital Resources

Prior to the completion of the Initial Public Offering, our liquidity needs had been satisfied through the receipt of $25,000 from the Founder in exchange for the issuance of the Founder Shares, and a promissory note (the “Note”) issued by the Founder. We repaid the Note on November 3, 2020.

On November 3, 2020, we consummated the Initial Public Offering of 75,000,000 Units at a price of $10.00 per Unit generating gross proceeds of $750.0 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 11,333,333 Private Placement Warrants to nXgen at a price of $1.50 per warrant, generating gross proceeds of $17 million.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $750.0 million was placed in the Trust Account and we had approximately $103,135 of cash held outside of the Trust Account as of March 31, 2024, and available for working capital purposes and to pay our taxes. We incurred $42.3 million in transaction costs, including $15 million of underwriting fees, $26.3 million of deferred underwriting fees (which deferred underwriting commission was waived by the underwriters) and $1 million of other costs in connection with our Initial Public Offering and the sale of the Private Placement Warrants.

On March 1, 2023, nXgen agreed to loan the Company an aggregate of up to $250,000 for working capital purposes. The Company issued a promissory note to nXgen to evidence the loan. On November 2, 2023, the Company issued an amended and restated promissory note (the “Restated Note”) in the principal amount of up to $550,000 to nXgen. The Restated Note amended, restated, replaced and superseded that certain promissory note dated March 1, 2023, in the principal amount of $250,000. On March 25, 2024, the Company issued an amended and restated promissory note (the “Second Restated Note”) to nXgen. The Second Restated Note amends, restates, replaces and supersedes the Restated Note to increase the principal amount available for borrowings thereunder from up to $550,000 to up to $900,000. The Second Restated Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The Second Restated Note was to be repaid only to the extent that the Company has funds available to it outside of its Trust Account established in connection with its Initial Public Offering. As of March 31, 2024, the Company had borrowed $900,000 under the Second Restated Note. As of the Closing Date, the Company satisfied and discharged its obligations under the Second Restated Note by repaying in full the principal amount to nXgen.

For the three months ended March 31, 2024, net cash used in operating activities was $405,027. For the three months ended March 31, 2023, net cash used in operating activities was $264,578 principally due to the payment of general and administrative expenses during the period.

For the three months ended March 31, 2024, net cash provided by investing activities was $0 and cash provided by financing activities of $500,000. For the three months ended March 31, 2023, net cash used by investing activities was $500,903 and net cash provided by financing activities of $500,903.

For the year ended December 31, 2022, net cash used in operating activities was $547,392, principally due to the payment of general and administrative expenses during the year.

 

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For the year ended December 31, 2023, net cash used in operating activities was $1,789,134 principally due to the payment of general and administrative expenses during the year.

As of March 31, 2024 we had operating cash of $103,135 and investments held in the Trust Account of $22,216,917. As of December 31, 2023 we had operating cash of $8,162 and investments held in the Trust Account of $21,966,104. We intend to utilize substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

For the year ended December 31, 2023, net cash provided by investing activities was $62,544,762, offset by cash used in financing activities of $(62,144,762) relating to the liquidation and conversion to cash of investments and to Class A stock redemptions. As of December 31, 2022 and December 31, 2023, we had cash and marketable securities held in the Trust Account of $84,243,386 and $21,966,104, respectively. The decrease in cash and marketable securities was primarily due to Class A stock redemptions and income tax payments.

On May 1, 2024, we closed our Business Combination. Approximately $20.58 million of funds held in the Trust Account were used to pay the redemption of 1,941,684 shares of Class A Common Stock.

At any time and from time to time following the issuance of the Preferred Stock, the Company may redeem the Preferred Stock in whole or in part, at the option of the Company, at a price equal to $11.50 per share. Additionally, if the Preferred Stock has not been converted by May 1, 2029, we will be required to redeem each share of Preferred Stock in cash at a price equal to $11.50 per share, subject to certain customary adjustments. Our redemption obligations with respect to the Preferred Stock could adversely affect our liquidity and reduce the amount of cash available for working capital, capital expenditures, growth opportunities, acquisitions and other general corporate purposes.

Management has taken several actions to further the Company’s ability to continue as a going concern. As further described in Note 9, on May 1, 2024, the Company completed its Business Combination. In addition, on May 1, 2024, the Company completed the Equity Forward Transaction, resulting in cash proceeds to the Company aggregating approximately $200 million. Management believes that these actions will enable the Company to continue as a going concern through May 15, 2025, which is twelve months subsequent to the date on which these financial statements were issued.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed financial statements, financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies, except as described below.

Warrant Liabilities

We account for our warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for liability classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Our Public and Private Placement Warrants meet the criteria as liability classified derivative instruments and are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair

 

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value reported in the Unaudited Condensed Statements of Operations. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Private Placement Warrants. At that time, the portion of the liability related to the Private Placement Warrants will be reclassified to additional paid-in capital.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of March 31, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

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BUSINESS

General

We were incorporated in the State of Nevada on August 26, 2020. On May 1, 2024 (the “Closing Date”), we completed our previously announced purchase from EchoStar Real Estate Holding L.L.C. (“Seller”), a subsidiary of EchoStar Corporation (“EchoStar”), of that certain commercial real estate property (the “Property”) in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million (the “Transaction”), pursuant to the terms of the purchase and sale agreement, dated as of March 10, 2024 (as amended by that certain Amendment No. 1 thereto, dated May 1, 2024, the “Purchase Agreement”), by and between the Company and Seller (the “Closing”). The Transaction constituted our “Business Combination”, as that term is defined in our Amended and Restated Articles of Incorporation. Subsequent to the Closing Date, we derive revenues primarily from rent received from our operation of real estate property. In addition, we anticipate to grow through further acquisition opportunities, including, but not limited to, disruptive technologies and additional infrastructure assets.

On the Closing Date, the Company and Seller entered into the Seller Lease Agreement, pursuant to which Seller leased the Property from the Company. The Seller Lease Agreement is a “triple-net” lease. The Seller Lease Agreement provides for (i) an initial term of approximately 10 years, (ii) a base rent payable during the first year of the initial term of $228,500 per month, which will escalate annually at a rate of two percent per annum, (iii) a monthly additional rent payment, which is estimated for each calendar year and paid in equal monthly installments (“Additional Rent”), which represents Seller’s proportionate share of the operating expenses of the Property, and (iv) two five-year renewal options for Seller, with the base rent upon a renewal to be revised to fair market value and subject to the same annual escalation terms. CONX’s estimated maintenance and repair obligations with respect to roof, shell, core and systems will be reflected in the Additional Rent as operating expenses to be reimbursed by Seller. Under the Seller Lease Agreement, the responsibilities for management of the Property are allocated among the Company and Seller, as tenant, such that the Company assumes responsibility for roof, shell, core and systems and all other responsibilities (such as general maintenance and repair) are assumed by Seller.

We will derive revenues in the near term primarily from rent received pursuant to the Seller Lease Agreement. We expect the Seller Lease Agreement to provide us with a predictable revenue stream with embedded growth potential.

We intend to operate the Property at least for the initial term of the Seller Lease Agreement (which is approximately 10 years), subject to further extensions, and have no current intention to dispose of the Property through a sale or other means. Concurrently with our operation of the Property, we anticipate to grow through acquisition opportunities, including, but not limited to, disruptive technologies and infrastructure assets. We may also seek to take meaningful equity ownership stakes that enable us to control or significantly influence operating companies and bring the strength of our operational expertise to these companies. While there can be no assurance that any of these opportunities will result in a definitive agreement or a completed transaction, the Company is currently involved in ongoing discussions regarding potential acquisitions with the objective of becoming a diversified operating entity focused on the future of communications and connectivity. Although we intend to negotiate and complete one or more of these transactions as soon as practicable, there can be no assurance as to the terms or timing of any such acquisitions. Any such acquisitions would be subject to, among other things, negotiations and significant due diligence, appropriate board and stockholder approvals, regulatory approvals and other conditions.

Strategy

We seek to maximize stockholder value through:

•

Effective Property Management:   Our management’s focus is to maximize the value of our assets by collecting contractual rent and using other available tools to maximize value. Such tools include managing maintenance and repair obligations with respect to roof, shell, core and systems with respect to the Property and, in our discretion, may include negotiating increased property participation through the purchase of additional parcels adjacent to the Property. We intend to operate the Property

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at least for the initial term of the Seller Lease Agreement (which is approximately 10 years), subject to further extensions, and have no current intention to dispose of the Property through a sale or other means.

•

Strategic Growth:   Concurrently with our operation of the Property, we anticipate to grow through further acquisition opportunities, including, but not limited to, disruptive technologies and infrastructure assets. We may also seek to take meaningful equity ownership stakes that enable us to control or significantly influence operating companies and bring the strength of our operational expertise to these companies. While there can be no assurance that any of these opportunities will result in a definitive agreement or a completed transaction, we are currently involved in ongoing discussions regarding potential acquisitions with the objective of diversifying our operations beyond our real estate operations into the communications and connectivity sectors. Any such acquisitions remain subject to, among other things, negotiations and significant due diligence, appropriate board and stockholder approvals, regulatory approvals and other conditions.

​

•

Maintaining Sufficient Liquidity to Support our Business Model:   We strive to maintain sufficient liquidity to execute our business model. We expect that our $200 million Equity forward Transaction (as defined below) and our cash flow from operations will provide us with sufficient financial capacity to execute our strategy.

​

•

Executing on Flexible Long Term Business Model:   We believe our flexible business model will enable us to pursue, as appropriate, various outcomes as a result of our property management operations and growth opportunities. We believe the combination of our focused strategy, experienced management and board of directors, stable real estate portfolio and sufficient liquidity will position us to create value for our stockholders over time.

​

Information About the Property

Overview

The Property is located at 5701 South Santa Fe Boulevard, Littleton, Colorado 80120 and consists of (i) the real property more particularly described in Exhibit A to the Purchase Agreement, which is attached as Exhibit 2.1 to the registration statement of which this prospectus forms a part, (ii) the building(s), fixtures and certain other improvements located thereon (subject to certain exceptions for excluded improvements identified by Seller) and (iii) certain mutually agreed upon items of equipment, supplies, furniture owned by Seller that are necessary for the maintenance and operation of the Property. The Property is currently utilized as the headquarters of DISH Wireless.

As of March 31, 2024, the Property is comprised of approximately 206,992 square feet of net rentable area and is fully-occupied.

Regulation

The Property is subject to various laws, ordinances and regulations, including regulations relating to common areas.

We may be liable under various federal, state and/or local laws, ordinances and regulations for costs and damages resulting from the presence or release of hazardous substances, waste, or petroleum products at, on, in, under or from the Property, including costs for investigation or remediation, natural resource damages, or third-party liability for personal injury or property damage.

These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such materials, and the liability may be joint and several. We also may be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances at such facilities, without regard to whether we comply with environmental laws in doing so. The presence of contamination or the failure to remediate contamination on the Property may adversely affect our ability to attract and/or retain tenants, and its ability to develop or sell or borrow against the Property. In addition to potential liability for cleanup costs, private plaintiffs may bring claims for personal injury, property damage or for similar reasons. Environmental laws

 

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also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on the Property, environmental laws may impose restrictions on the manner in which the Property may be used or how businesses may be operated on the Property.

In addition, the Property is subject to various federal, state and local environmental and health and safety laws and regulations. Noncompliance with these laws and regulations could subject the Property or its tenants to liability. These liabilities could affect a tenant’s ability to make rental payments. Moreover, changes in laws could increase the potential costs of compliance with such laws and regulations or increase liability for noncompliance. This may result in significant unanticipated expenditures.

The Property may contain or develop harmful mold or suffer from other indoor air quality issues, which could lead to liability for adverse health effects or property damage or costs for remediation. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at the Property could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the Property and increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose the Property to liability from its tenants, employees of its tenants or others if property damage or personal injury occurs.

Financing

On the Closing Date, we completed our previously announced transaction (the “Equity Forward Transaction” or “Equity Forward”) pursuant to a subscription agreement (as amended, the “Subscription Agreement”) with Charles W. Ergen, the Company’s founder, or an affiliate. Mr. Ergen, through nXgen, beneficially owns approximately 99.4% of our Class A Common Stock and may exert substantial influence on actions requiring a stockholder vote. Prior to the Closing Date, Mr. Ergen assigned the Subscription Agreement in accordance with its terms to Ranch Legacy Trust, a trust established for the benefit of his family (the “Trust”). On the Closing Date, the Company issued and sold to the Trust 17,391,300 shares of the Company’s Preferred Stock, par value $0.0001 per share, at an aggregate purchase price of approximately $200 million, or $11.50 per share. We used a portion of the proceeds from the Equity Forward Transaction to fund the purchase price for the Property in the Business Combination. As of the date of this prospectus, approximately $170.6 million cash proceeds from the Equity Forward remain available to us. See “Risk Factors — Our Chairman and Director, Charles W. Ergen, through nXgen, is a controlling stockholder of the Company, having control over key decision making, which may not always be in the interest of our other stockholders” for further discussion.

Relationship with Entities Controlled By Our Chairman

All of Seller’s obligations under the Seller Lease Agreement are guaranteed by DISH, an affiliate of Seller. Our Chairman and Director, Charles W. Ergen, is Chairman and co-founder of EchoStar and DISH and beneficially owns approximately 54.0% of EchoStar’s total equity securities (based on 140,188,839 shares of Class A Common Stock outstanding on May 10, 2024 and assuming conversion of all the shares of Class B Common Stock held by Mr. Ergen into Class A Common Stock) and controls approximately 91.4% of EchoStar’s total voting power. Our Chief Executive Officer, Jason Kiser served as Treasurer of DISH from 2008 to 2023, and has been employed by entities owned or controlled by Mr. Ergen for over 35 years. Mr. Ergen, through nXgen, beneficially owns approximately 99.4% of our Class A Common Stock and may exert substantial influence on actions requiring a stockholder vote. See “— Interests of Our Affiliates in Our Securities” below.

Our Articles provide that the corporate opportunity doctrine does not apply to our directors or officers in circumstances where it would conflict with any fiduciary duties or contractual obligations they may have, and that we renounce any expectancy that our directors or officers will offer such a corporate opportunity

 

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to us, except if all of the following conditions are satisfied: (a) we have expressed an interest in the business opportunity as determined from time to time by our board of directors as evidenced by resolutions appearing in our minutes; (b) the opportunity relates to a line of business in which we are then directly engaged; (c) the director or officer is permitted to refer the opportunity to us without violating any legal obligation; and (d) in the case of a director or officer who, at the time the opportunity is presented, has a fiduciary relationship to EchoStar, and the opportunity relates to a line of business in which EchoStar and/or its affiliates, including DISH, is then engaged or has expressed an interest, the director or officer has first referred the opportunity to EchoStar, and that entity has declined to pursue the opportunity.

Interests of Our Affiliates in Our Securities

Our Independent Directors acquired their shares of Class A Common Stock offered for resale hereby at no cost in exchange for services rendered to the Company. Based on the closing price of our Class A Common Stock of $4.40 on July 31, 2024, the Independent Directors may experience potential profit of up to $4.40 per share (or approximately $132,000 in the aggregate based on the Independent Directors’ beneficial ownership of 30,000 shares of Class A Common Stock) with respect to sales of Class A Common Stock based on the Independent Directors having acquired the shares of Class A Common Stock at no cost. Public securityholders will not be able to experience the same positive rates of return on securities they purchase because the Independent Directors received shares of Class A Common Stock at no cost.

Prior to the consummation of our initial public offering in November 2020 (the “IPO”), nXgen purchased 18,750,000 shares of Class B common stock, par value $0.0001 per share of the Company (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.001 per share. Simultaneously with the IPO, nXgen purchased 11,333,333 Private Placement Warrants for an aggregate purchase price of $17.0 million, or $1.50 per Private Placement Warrant. In connection with the Transaction, each Founder Share automatically converted into one share of Class A Common Stock on the Closing Date. nXgen acquired the Private Placement Warrants and Founder Shares at significantly lower effective purchase prices relative to the price of the units sold in in our IPO at a purchase price of $10.00 per unit. The price paid by nXgen for the Founder Shares is also significantly lower than the current trading price of our Class A Common Stock. We are not registering the Class A Common Stock issuable upon exercise of the Private Placement Warrants or the Class A Common Stock resulting from the conversion of the Founder Shares for resale on the registration statement of which this prospectus forms a part at this time.

Our Chairman and Director, Charles W. Ergen, through nXgen beneficially owns approximately 99.4% of our Class A Common Stock and may exert substantial influence on actions requiring a stockholder vote. In addition, nXgen is contractually entitled to nominate three individuals for appointment to our board of directors. As a controlling stockholder, nXgen is entitled to vote the shares it controls, in its own interests, which may not always be in the interests of our other stockholders generally. Further, concentrated control by nXgen over key decision making as a result of its control of a majority of the voting power will limit or preclude our other stockholders’ ability to influence corporate matters for the foreseeable future. As a controlling stockholder, nXgen has the ability to, among others, control the outcome of matters submitted to our stockholders for approval, including the election of directors, amendments to our organizational documents, and any merger, consolidation, or sale of all or substantially all of our assets, which other stockholders may not support. The concentrated control of nXgen could also discourage potential investors from acquiring our Class A Common Stock.

For further discussion, see “Risk Factors — Our Chairman and Director, Charles W. Ergen, through nXgen, is a controlling stockholder of the Company, having control over key decision making, which may not always be in the interest of the our other stockholders” and “Risk Factors — Certain existing stockholders, including nXgen and certain of the Selling Securityholders, purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.”

Competition

Investing in and operation of real estate is highly competitive. We face competition from other landlords, REITs, investment companies, pension funds, private equity and hedge fund investors, sovereign funds, healthcare operators, lenders, developers and other institutional investors, some of whom may have

 

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greater resources and lower costs of capital than we do. In addition, in identifying, evaluating and selecting potential acquisition opportunities, we face competition from other companies in the communications and connectivity sectors that are seeking strategic growth, including EchoStar and DISH. We also face potential competition from private equity groups and leveraged buyout funds, public companies and special purpose acquisition companies. Many of these entities are well established and have greater financial, technical, human and other resources than us. Our ability to compete may also be impacted by global, national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and regulation, among other factors.

Rental and related revenues are dependent on the ability of Seller and EchoStar to compete with other companies on a number of different levels, including: the quality of products and services provided, innovation, reputation, pricing, and financial condition. For a discussion of the risks associated with competitive conditions affecting our business, see Item 1A. “Risk Factors — Risks Related to Our Business.”

Human Capital Resources

We currently have one executive officer, our CEO, Jason Kiser. Mr. Kiser is not obligated to devote any specific number of hours to our matters but intends to devote as much of his time as he deems necessary to our affairs. The amount of time he will devote in any time period will vary based on our business plan. We continuously evaluate our human capital resources and may hire additional employees or consultants in the future if and to the extent deemed appropriate by management to effectively operate our business.

Legal Proceedings

From time to time, we may be involved in certain legal proceedings, lawsuits and other claims. An unfavorable resolution of any such legal proceedings, lawsuits or other claims could have a materially adverse effect on our business, results of operations and financial condition. Regardless of the outcome, any such legal proceedings, lawsuits or other claims may result in substantial costs, disruption of our normal business operations and the diversion of management attention. We may be unable to prevail in, or achieve a favorable settlement of, any pending or future legal action against us.

 

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MANAGEMENT

Management and Board of Directors

The following sets forth certain information, as of July 31, 2024, concerning the persons who serve as our executive officers and directors.

Charles W. Ergen.   Mr. Ergen is our founder and has served as our Chairman since our formation. He also serves as executive Chairman of EchoStar and has been Chairman of the board of directors of EchoStar since its formation. During the past five years, Mr. Ergen served as executive chairman and chairman of the board of directors of DISH Network Corporation (“DISH”) and has held various executive officer and director positions with DISH and its subsidiaries including the position of Chief Executive Officer, which he held most recently from March 2015 to December 2017. During 1980, Mr. Ergen co-founded DISH with his future spouse, Cantey M. Ergen, and James DeFranco.

Jason Kiser.   Mr. Kiser has served as our Chief Executive Officer and Director since our formation. He served as Treasurer of DISH from 2008 to 2023, and has been employed by entities owned or controlled by Mr. Ergen for over 35 years. Since joining EchoSphere Corporation (later DISH) in 1987, he has held various operational, managerial and financial positions.

Gerald Gorman.   Mr. Gorman, who has served as one of our Directors since November 2020, has been the Chief Executive Officer of World Media Group, LLC since 2004. World Media Group, LLC builds and partners to develop innovative technology companies, including Doctor.com, a leader in healthcare consumerism, acquired by Press Ganey Associates LLC, India.com, a large Indian news and entertainment partnership with Penske Media acquired by Zee TV, and Lawyer.com, the leading matching engine for consumers and lawyers. World Media Group, LLC invests and partners to help launch startups via its World Accelerator. Partners include Scientist.com, Calendar.com and Outerspace.com. Recently funded ventures include a video meeting platform and an office wellness management system. World Media Group was an early investor in bitcoin and blockchain related ventures including Sweet.io, a social rewards platform for music labels, sports teams and consumer brands. Prior to founding World Media Group, LLC, Mr. Gorman was Chairman and Chief Executive Officer of Mail.com, which he co-founded in 1995.

Prior to founding Mail.com, Mr. Gorman was a Managing Director in the investment banking division of Donaldson, Lufkin & Jenrette where he founded the Satellite Financing Group and completed pioneering transactions for satellite industry leaders, including DISH, PanAmSat Corporation, and Asia Satellite Telecommunications Company Limited. Mr. Gorman holds a degree in Mechanical Engineering from Melbourne University and an MBA from Columbia University.

David K. Moskowitz.   Mr. Moskowitz, who has served as one of our Directors since October 2021, served as a director and senior advisor of DISH until April 2019. Prior to that, Mr. Moskowitz was an Executive Vice President as well as Secretary and General Counsel of DISH until 2007. He was elected to DISH’s Board in 1998. Mr. Moskowitz serves on the board of directors of several private companies and charitable organizations.

Adrian Steckel.   Mr. Steckel, who has served as one of our Directors since January 2021, is a leading technology executive with extensive experience in building companies from the ground up and working to enable voice and data communications in countries around the world. Mr. Steckel was the Chief Executive Officer at OneWeb Global Limited, where he was responsible for overseeing the company’s growth, long-term strategic development, fundraising, and commercial success. OneWeb Global Limited declared bankruptcy on March 27, 2020. Prior to joining OneWeb Global Limited, Mr. Steckel was the CEO of Grupo Iusacell

 

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Celular, S.A. de C.V., a successful mobile carrier in Mexico, which was acquired by AT&T, Inc. in 2015. Mr. Steckel currently serves as a director on the board of Uphold Ltd.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent within one year of our Initial Public Offering. Our board has determined that Mr. Gorman, Mr. Moskowitz and Mr. Steckel are independent directors under applicable SEC and Nasdaq rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has two standing committees: an audit committee and a compensation committee. The rules of Nasdaq and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

The members of our audit committee are Mr. Gorman, who serves as chairman of the audit committee, Mr. Steckel and Mr. Moskowitz. Our board of directors determined that each member of the audit committee is independent under the rules of Nasdaq and Rule 10A-3 under the Exchange Act. Our board of directors further determined that each such member is financially literate and Mr. Gorman qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

•

meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

​

•

monitoring the independence of the independent registered public accounting firm;

​

•

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

​

•

inquiring and discussing with management our compliance with applicable laws and regulations;

​

•

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

​

•

appointing or replacing the independent registered public accounting firm;

​

•

determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

​

•

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

​

•

monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms our Initial Public Offering; and

​

•

reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested directors abstaining from such review and approval.

​

 

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Compensation Committee

The members of our compensation committee are Mr. Gorman, who serves as chairman of the compensation committee, and Mr. Steckel. Our board of directors determined that each member of the compensation committee is independent under the rules of Nasdaq. The Compensation Committee is responsible for:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

​

•

reviewing and approving the compensation of all of our other Section 16 executive officers;

​

•

reviewing our executive compensation policies and plans;

​

•

implementing and administering our incentive compensation equity-based remuneration plans;

​

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

​

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

​

•

producing a report on executive compensation to be included in our annual proxy statement; and

​

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

​

The compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Corporate Opportunities

In general, officers and directors of a corporation incorporated under the laws of the State of Nevada cannot exploit business opportunities that belong to the corporation but are required to present that opportunity to the corporation.

 

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Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including DISH and EchoStar, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, such entities may compete with us for business opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes aware of a business opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. In addition, nXgen or our officers and directors may pursue other business or investment ventures. Any such companies, businesses or investments may present additional conflicts of interest. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to implement our business plan.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

Mr. David K. Moskowitz presently has no material fiduciary duties or contractual obligations to other entities.

 

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EXECUTIVE AND DIRECTOR COMPENSATION

None of our executive officers or directors have received any cash compensation for services rendered to us.

On August 28, 2020, Charles W. Ergen, our founder, purchased an aggregate of 28,750,000 founder shares for $25,000, or approximately $0.001 per share and transferred 2,875,000 founder shares to Jason Kiser, our Chief Executive Officer, for approximately the same per-share price initially paid by our founder. On October 21, 2020, our founder and Jason Kiser contributed their founder shares to nXgen Opportunities, LLC (“nXgen”), in return for proportionate equity interests, resulting in nXgen holding 28,750,000 founder shares. On October 23, 2020, nXgen forfeited 7,187,500 founder shares, resulting in nXgen holding 21,562,500 founder shares. In addition, we granted 10,000 Independent Director Shares to each of our independent directors, Gerald Gorman, Adrian Steckel and David K. Moskowitz. Our audit committee reviews on a quarterly basis all payments that were made to nXgen, our executive officers or directors or our or their affiliates. Our independent directors receive a $500 cash payment for attendance at each meeting of the board or a meeting of the committee of the board, whether in-person or not.

We do not currently intend to pay our founder or our Chief Executive Officer any consulting or management fees, although our board of directors may decide to do so in the future. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Initial Public Offering

Founder Shares and Private Placement Warrants

On August 28, 2020, our Founder purchased an aggregate of 28,750,000 founder shares for $25,000, or approximately $0.001 per share, and transferred 2,875,000 founder shares to Jason Kiser, our Chief Executive Officer, for approximately the same per-share price initially paid by our Founder. On October 21, 2020, our Founder and Jason Kiser contributed their founder shares to nXgen, in return for proportionate equity interests. On October 23, 2020, nXgen forfeited 7,187,500 founder shares, resulting in nXgen holding 21,562,500 founder shares. On December 14, 2020 nXgen forfeited 2,812,500 founder shares, resulting in nXgen holding 18,750,000 founder shares.

nXgen purchased an aggregate of 11,333,333 Private Placement Warrants (each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a price of $1.50 per warrant), in a private placement that closed simultaneously with the closing of our Initial Public Offering. The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our Initial Business Combination.

On October 23, 2020, we granted 10,000 Independent Director Shares to one of our independent directors, Mr. Gorman, and on January 27, 2021, we granted 10,000 Independent Director Shares to our second independent director, Mr. Steckel. On October 29, 2021, we granted 10,000 Independent Director Shares to our third independent director, David K. Moskowitz.

On March 25, 2024, the Company waived the lock-up restrictions set forth in Section 7(a) of that certain letter agreement among the Company, nXgen, and the other initial stockholders with respect to 9,375,000 founder shares held by nXgen, which allows nXgen to transfer any or all of such shares without regard to such restrictions after the completion of our Business Combination, subject to restrictions under applicable securities laws.

Prior to the closing of our Initial Public Offering, our Founder agreed to loan us up to $1,000,000 to be used for a portion of the expenses of our Initial Public Offering. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of our Initial Public Offering. This loan was repaid on November 3, 2020.

Registration and Stockholders’ Rights Agreement

In connection with the Initial Public Offering, on October 29, 2020, nXgen entered into a registration and stockholders’ rights agreement (the “Registration Rights Agreement”) pursuant to which nXgen is entitled to nominate three individuals for appointment to our board of directors, as long as nXgen holds any securities covered by the Registration Rights Agreement, and which entitles nXgen to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements. The Registration Rights Agreement does not provide for any maximum cash penalties nor any penalties connected with delays in registering the shares of Class A Common Stock.

Working Capital and Extension Loans

On October 31, 2022, we issued a promissory note (the “First Extension Note”) in the principal amount of up to $1,168,773.76 to nXgen, pursuant to which nXgen agreed to loan us up to $1,168,773.76 in connection with the extension of the Company’s time to consummate a business combination from November 3, 2022 to June 3, 2023. As of the Closing Date, the Company satisfied and discharged its obligations under the First Extension Note by repaying in full the principal amount of $1,168,773.76 to nXgen.

On June 2, 2023, we issued a promissory note (the “Second Extension Note”) in the principal amount of up to $539,652.40 to nXgen, pursuant to which nXgen agreed to loan the Company up to $539,652.40 in connection with the extension of the Company’s time to consummate a business combination from

 

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June 3, 2023 to November 3, 2023. As of the Closing Date, the Company satisfied and discharged its obligations under the Second Extension Note by repaying in full the principal amount of $539,652.40 to nXgen.

On March 25, 2024, we issued an amended and restated promissory note (the “Second Restated Note”) in the principal amount of up to $900,000 to nXgen. As of the Closing Date, we satisfied and discharged its obligations under the Second Restated Note by repaying in full the principal amount of $900,000 to nXgen.

Equity Forward Transaction

On November 1, 2023, CONX entered into the Subscription Agreement with our Founder. Pursuant to the Subscription Agreement, our Founder or an affiliate (the “Subscriber”), agreed, subject to the closing of CONX’s initial business combination, to purchase, and CONX agreed to issue and sell to the Subscriber, 17,391,300 shares of the Company’s Preferred Stock, par value $0.0001 per share, at an aggregate purchase price of approximately $200 million, or $11.50 per share.

On March 25, 2024, the Company and the Subscriber entered into an amendment to the Subscription Agreement amending the terms of the Preferred Stock issuable thereunder contingent upon, and substantially concurrently with, the consummation of the Transaction, to provide that (i) the issuance of shares of the Company’s common stock on conversion of the Preferred Stock will be subject to prior approval of the Company’s shareholders to the extent (and only to the extent) that such conversion would require stockholder approval under Nasdaq Rule 5635, and (ii) at any time and from time to time following the issuance of the Preferred Stock, the Company may redeem the Preferred Stock in whole or in part, at the option of the Company, at a price equal to $11.50 per share.

On the Closing Date, the Company completed the Equity Forward Transaction pursuant to the terms of the Subscription Agreement. Prior to the Closing Date, our Founder assigned the Subscription Agreement in accordance with its terms to the Trust. On the Closing Date, the Company issued and sold to the Trust 17,391,300 shares of Preferred Stock, at an aggregate purchase price of approximately $200 million, or $11.50 per share.

The Transaction

Pursuant to the Purchase Agreement, on May 1, 2024, CONX purchased from Seller the Property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million.

On May 1, 2024, Seller and CONX entered into the Seller Lease Agreement pursuant to which Seller leased the Property from the Company. The Seller Lease Agreement is a “triple-net” lease. The Seller Lease Agreement provides for (i) an initial term of approximately 10 years, (ii) a base rent payable during the first year of the initial term of $228,500 per month, which will escalate annually at a rate of two percent per annum and (iii) two five-year renewal options for Seller, with the base rent upon a renewal to be revised to fair market value and subject to the same annual escalation terms. All of Seller’s obligations under the Seller Lease Agreement are guaranteed by DISH, an affiliate of Seller.

Policy for Approval of Related Party Transactions

Our board of directors adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of  $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who may be a “related person” pursuant to Item 404 of

 

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Regulation S-K under the Exchange Act. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

 

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PRINCIPAL STOCKHOLDERS

The following table sets forth information known to the Company regarding the beneficial ownership of the Company as of the Closing Date by:

•

each person known to the Company to be the beneficial owner of more than 5% of any class of the outstanding common stock of the Company;

​

•

each of the Company’s named executive officers and directors; and

​

•

all executive officers and directors of the Company as a group.

​

The beneficial ownership of shares of the Company’s common stock is based on 18,928,585 shares of Class A Common Stock issued and outstanding as of July 31, 2024, and (i) with respect to Charles W. Ergen, nXgen and all directors and executive officers as a group, 30,261,918 shares of Class A Common Stock, giving effect to the exercise of 11,333,333 Private Placement Warrants to purchase shares of Class A Common Stock, and (ii) with respect to the Trust, 36,319,885 shares of Class A Common Stock, giving effect to the conversion of 17,391,300 shares of Preferred Stock into shares of Class A Common Stock.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC.

*

Less than one percent

​

(1)

Unless otherwise indicated, the business address of each of the persons referenced herein is 5701 S. Santa Fe Dr. Littleton, CO 80120.

​

(2)

Describes the ownership percentage of shares beneficially owned by each beneficial owner. The calculation assumes the exercise or conversion only of the securities beneficially owned by the applicable beneficial owner into shares of Class A Common Stock held by the applicable beneficial owner that are either currently convertible or exercisable, or may become convertible or exercisable within 60 days after, the date hereof.

​

(3)

nXgen is the record holder of the securities reported herein. Charles W. Ergen controls nXgen. Mr. Ergen has a 90% economic interest in nXgen and our Chief Executive Officer, Jason Kiser, has a 10% economic interest in, but no beneficial ownership over any securities owned by, nXgen. Mr. Ergen disclaims beneficial ownership over any securities owned by nXgen other than to the extent of his pecuniary interest therein.

​

(4)

The shares reported herein give effect to the exercise of 11,333,333 Private Placement Warrants to purchase one share of Class A Common Stock each at a price of $11.50 per share, subject to adjustment, exercisable 30 days after the Closing, which warrants expire five years after the Closing or earlier upon redemption or liquidation. The beneficial ownership of shares of Class A Common Stock excludes 17,391,300 shares of Class A Common Stock issuable upon conversion of the Preferred Stock held by the Trust (as defined below) established for the benefit of Mr. Ergen’s family.

​

(5)

The shares reported herein give effect to 17,391,300 shares of Class A Common Stock issuable upon conversion of the Preferred Stock. Pursuant to the Certificate of Designation, on the tenth trading day

​

 

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following the date on which the volume-weighted average price for the Company’s common stock over any twenty trading days within any preceding thirty consecutive trading day period is greater than or equal to $11.50, each share of Preferred Stock will mandatorily be converted into one share of Class A Common Stock, subject to certain limitations and customary adjustments for stock dividends, stock splits and similar corporate actions. The securities are held directly by the Trust. Centennial Fiduciary Management LLC (the “Trustee”) is the trustee of the Trust and Robert J. Hooke is the trust officer of the Trustee. Each such person may be deemed to have beneficial ownership of the shares solely by virtue of its position as trustee of the Trust or trust officer of the Trustee, respectively, and disclaims beneficial ownership over any securities owned by the Trust other than to the extent of its pecuniary interest therein. The business address of the Trust is 1623 Central Ave., Suite 2014, Cheyenne, WY 82001.

 

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SELLING SECURITYHOLDERS

The Selling Securityholders listed in the table below may from time to time offer and sell any or all of the shares of Common Stock set forth below pursuant to this prospectus. When we refer to the “Selling Securityholders” in this prospectus, we refer to the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of the Selling Securityholders’ interest in the shares of Common Stock after the date of this prospectus.

The following table sets forth certain information provided by or on behalf of the Selling Securityholders concerning the Common Stock that may be offered from time to time by each Selling Securityholder pursuant to this prospectus. The Selling Securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with information regarding their securities. Any changed or new information given to us by the Selling Securityholders, including regarding the identity of, and the securities held by, each Selling Securityholder, will be set forth in a prospectus supplement or amendments to the registration statement of which this prospectus is a part, if and when necessary. Each Selling Securityholder may sell all, some or none of such securities in this offering. See “Plan of Distribution.”

The beneficial ownership of shares of the Company’s common stock is based on 18,928,585 shares of Class A Common Stock issued and outstanding as of July 31, 2024.

(1)