UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2023~~2024

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

For the transition period from ______ to ______

Commission File Number 001-39677

CONX CORP.

(Exact name of registrant as specified in its charter)

Nevada		85-2728630
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5701 S. Santa Fe Dr.

Littleton, CO 80120

(Address of principal executive offices including zip code)

(303) 472-1542

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:None (1)

(1) The Company’s Class A common stock and public warrants are traded on the over-the-counter market under the symbol “CNXX” and “CNXXW,” respectively.

Title of each class	Trading Symbol(s)	Name of each exchange on whichregistered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	CONXU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	CONX	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	CONXW	The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, ~~2023~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $27270,~~792,099~~424.70.

As of ~~March~~November 28, ~~2024~~2025, 218,~~120~~928,~~269~~585 shares of Class A common stock, par value $0.0001 per share, ~~and 18,750,000 shares of Class B common stock, par value $0.0001 per share,~~ were issued and outstanding.

Table of Contents

CONX CORP.

FORM 10-K

INDEX

		Page
	PART I.
Item 1.	Business	1
Item 1A.	Risk Factors	146
Item 1B.	Unresolved Staff Comments	4521
Item 1C.	Cybersecurity	4521
Item 2.	Properties	4522
Item 3.	Legal Proceedings	4522
Item 4.	Mine Safety Disclosures	4522
	PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4522
Item 6.	~~Selected Financial Data~~[Reserved]	4622
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4723
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5129
Item 8.	Financial Statements and Supplementary Data	5129
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5129
Item 9A.	Controls and Procedures	5229
Item 9B.	Other Information	5330
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	30
	PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	5431
Item 11	Executive Compensation	6036
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6138
Item 13.	Certain Relationships and Related Transactions, and Director Independence	6240
Item 14.	Principal Accounting Fees and Services	6442
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	6542
Item 16.	Form 10-K Summary	6643
Signatures

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Some of the statements contained in this annual report may constitute “forward-looking statements” for purposes of the federal securities laws. 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~~Annual Report on Form 10-K may include, for example, statements about:

● our ~~ability~~financial toperformance ~~complete~~and ~~our~~ability ~~proposed~~to ~~initial~~generate ~~business~~profits ~~combination,~~from ~~including~~our ~~the Transaction (as defined herein)~~operations;

● our ability to ~~maintain~~successfully aintegrate ~~listing~~new ~~for~~and ~~our~~recently ~~securities~~acquired ~~on Nasdaq~~companies;

● our ~~expectations~~success ~~around~~in ~~the~~retaining ~~performance~~or ofrecruiting, ~~the~~or ~~prospective~~changes ~~target~~required in, our officers, key employees or ~~targets~~directors;

● our ~~success~~officers inand ~~retaining~~directors orallocating ~~recruiting,~~their ortime ~~changes~~to ~~required~~other ~~in,~~businesses ~~our~~and ~~officers,~~potentially ~~key~~having ~~employees~~conflicts orof ~~directors~~interest ~~following~~with our ~~initial~~ business ~~combination~~;

● our ~~officers~~potential ~~and~~ability ~~directors allocating their time~~ to ~~other~~obtain ~~businesses~~additional ~~and~~financing ~~potentially having conflicts of interest with our business or~~ in ~~approving our initial business combination, including~~ the ~~Transaction~~future;

● ~~our~~the ~~potential~~lack ~~ability~~of toa ~~obtain~~liquid ~~additional~~market ~~financing~~for ~~to complete~~ our ~~initial business combination~~securities; or

● our ~~pool~~securities’ offuture ~~prospective~~liquidity ~~targets;~~and trading.

● the ability of our officers and directors to generate a number of potential business combination opportunities;

● our public securities’ potential liquidity and trading;

● the lack of a market for our securities;

● the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

● the trust account not being subject to claims of third parties; or

● our financial performance.

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in Item 1A of this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I

Item 1.Business

WeUnless ~~are a blank check company incorporated in~~ the ~~State~~context ofotherwise ~~Nevada on August 26~~requires, ~~2020,~~the ~~whose business purpose is to effect a merger~~“Company”, ~~capital stock exchange~~“CONX”, ~~asset acquisition~~“we”, ~~stock purchase~~“our”, ~~reorganization~~“us” orand similar ~~business~~terms ~~combination with one or more businesses or assets, which we~~ refer to asCONX ~~our~~Corporation, ~~initial~~a ~~business~~Nevada ~~combination~~corporation.

~~Proposed Initial Business Combination~~Overview

OnWe ~~March~~were 10incorporated in the State of Nevada as a blank check company on August 26, ~~2024~~2020. Today, we ~~entered~~are ~~into~~ a ~~definitive~~diversified ~~purchase~~operating ~~and~~company ~~sale~~seeking ~~agreement~~opportunities (to power the ~~“Purchase~~next ~~Agreement”)~~generation of innovators in communications and connectivity. Our mission is to partner with ~~EchoStar~~emerging ~~Real~~companies ~~Estate~~with ~~Holding~~quality Lmanagement and strong and differentiated business models with the ability to scale.L Our Chairman, Director and Founder, Charles W.C. ~~(“Seller”)~~Ergen, ais ~~subsidiary~~Chairman, President, Chief Executive Officer and co-founder of EchoStar Corporation (“EchoStar”), ~~which~~and ~~provides~~DISH ~~for~~Network ~~our~~Corporation ~~purchase~~(“DISH”) ~~from~~and ~~the~~beneficially ~~Seller~~owned approximately 86.8% of the ~~commercial~~total ~~real~~voting ~~estate~~power ~~property~~of ~~(the~~EchoStar’s outstanding shares as of July 31, 2025. Mr. Ergen, through nXgen Opportunities, LLC (“~~Property~~nXgen”), inalso ~~Littleton,~~beneficially ~~Colorado,~~owns ~~comprising~~approximately 99.3% of the ~~corporate~~total ~~headquarters~~voting power of ~~DISH~~the ~~Wireless~~Company’s outstanding shares as of November 28, ~~for~~2025. aOur ~~purchase~~Chief ~~price~~Executive Officer, Jason Kiser served as Treasurer of ~~$26.75~~DISH ~~million~~from ~~(the~~2008 ~~“Purchase~~to ~~Price”~~2023, and ~~such~~has ~~transaction,~~been ~~the~~employed ~~“Transaction”)~~by entities owned or controlled by Mr. Ergen for over 35 years.

~~The~~We ~~Transaction~~are ~~has~~engaged ~~been~~principally ~~structured to qualify as an asset acquisition that will meet the requirements of a “Business Combination”, as that term is defined~~ in ~~our~~two ~~Amended~~lines ~~and Restated Articles~~ of Incorporation (as amended from time to time, the “Articles”). Accordingly, in connection with the consummation of the Transaction, we will provide all holders of shares of its Class A common stock, par value of $0.0001 per share (the “Class A Shares”) purchased in our initial public offering, the opportunity to have such shares redeemed pursuant to, and subject to the limitations of, the provisions of the Articles. We intend to prepare to file with the Securities and Exchange Commission (the “SEC”) a tender offer statement as promptly as reasonably practicable after the signing of the Purchase Agreement.business:

In● ~~the~~Technology ~~event~~& ~~the~~Telecommunications: ~~closing~~This line of ~~the~~business ~~Transaction~~includes ~~(the~~our ~~“Closing”)~~spectrum-sharing ~~does~~technologies ~~not~~and ~~occur~~services onbusiness, orwhich ~~before~~we ~~May~~operate 15through our indirect majority-owned subsidiary, ~~2024~~Red Technologies SAS, ~~either~~a ~~party~~société ~~may~~par ~~terminate~~actions ~~the~~simplifiée ~~Purchase~~organized ~~Agreement~~under bythe ~~written~~laws ~~notice~~of toFrance ~~the~~(“RED ~~other~~Technologies”); ~~party.~~and

~~The~~● ~~parties~~Infrastructure ~~have~~& ~~also~~Real ~~agreed~~Estate: toThis aline ~~form~~ of ~~sale~~business ~~lease-back~~includes ~~agreement (~~the ~~“Seller~~operation Lease Agreement”) to be entered into concurrently with the Closing, pursuant to which Seller will lease back the Property from the Company. The Seller Lease Agreement provides for (i) an initial term of 10our ~~years,~~commercial ~~(ii)~~real aestate ~~base~~property ~~rent~~in ~~payable during the first year of the initial term of $228~~Littleton,~~500.00~~ ~~per month~~Colorado, ~~which~~comprising ~~will escalate annually at a rate of two percent per annum and (iii) two five-year renewal options for Seller, with~~ the ~~base~~corporate ~~rent~~headquarters ~~upon a renewal to be revised to fair market value and subject to the same annual escalation terms. All~~ of ~~Seller’s obligations under this lease will be guaranteed by~~ DISH ~~Network Corporation (“DISH”), an affiliate of the Seller~~Wireless. The Seller Lease Agreement is a “triple-net” lease, pursuant to which Seller will bear responsibility for all property costs and expenses associated with ongoing maintenance and operation, including utilities, property tax and insurance.

The obligations of the Company and Seller to consummate the Transaction are conditioned on (i) the final form of the Seller Lease Agreement having been agreed and delivered to the title policy provider and (ii) the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions) and the other party’s performance with and compliance with its covenants, agreements and obligations under the Purchase Agreement. The Company’s obligation to consummate the Transaction is also conditioned on: (i) the Company having obtained a customary title policy with respect to the Property; (ii) the Company having provided all holders of Class A Shares purchased in the Company’s initial public offering the opportunity to have such shares redeemed and the Company having irrevocably accepted for payment all such shares validly delivered to the Company for redemption and not validly withdrawn; and (iii) the Company having obtained a fairness opinion from an independent investment banking firm or from an independent accounting or valuation firm concluding that the purchase of the Property for the Purchase Price is fair to the Company from a financial point of view. Seller’s obligation to consummate the Transaction is also conditioned on Seller having obtained (i) approval of the Seller Lease Agreement by the audit committee of its board of directors and the disinterested members of its board of directors and (ii) an opinion from an independent accounting or valuation firm, or an independent commercial real estate appraiser or broker that the sale of the Property for the Purchase is fair to Seller from a financial point of view and the Seller Lease Agreement and the lease back of the Property are fair to Seller.Strategy

~~Subsequent~~We toseek ~~the Closing, we anticipate~~ to ~~grow through acquisition opportunities, including, but not limited to, disruptive technologies and infrastructure assets to~~ maximize ~~our~~stockholder ~~ability to drive shareholder~~ value. 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 becoming a diversified operating entity focused on the future of communications through:

●

Organic Growth: Our focus is to maximize the value of our assets and operations by employing effective management strategies, including through our triple-net lease structure with EchoStar, which is intended to provide us with a predictable revenue stream in our Infrastructure & Real Estate line of business, and through organic growth of our innovative spectrum-sharing technologies and other products and services in our Technology & Telecommunications line of business.

●

Strategic Growth: We intend 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.

●

Maintaining Liquidity to Support our Business Model: We strive to maintain sufficient liquidity to execute our business model. We expect that our cash on hand 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, long-term business model will enable us to pursue, as appropriate, various outcomes as a result of our technology and infrastructure operations and growth opportunities. We believe the combination of our focused strategy, experienced management and board of directors, stable real estate portfolio and liquidity will position us to create value for our stockholders over time.

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~~and~~Recent connectivity. Any such acquisitions would be subject to, among other things, negotiations and significant due diligence, appropriate board and shareholder approvals, regulatory approvals and other conditions.Developments

~~See the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2024, for additional discussion regarding the Transaction.~~Acquisitions

~~Equity~~On ~~Forward~~May 1, ~~Transaction~~2024, we completed our purchase from EchoStar Real Estate Holding L.L.C. (“Seller”), a subsidiary of EchoStar, of the commercial real estate property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless (the “Property”), for a purchase price of $26.75 million, pursuant to the terms of the purchase and sale agreement, dated as of March 10, 2024 (as amended as of May 1, 2024, the “Purchase Agreement”), by and between us and Seller. The transaction was accounted for as an asset acquisition under ASC 805-50, as the acquired property did not meet the definition of a business. The transaction constituted our “Business Combination”, as that term is defined in our amended and restated articles of incorporation (our “Articles”). Subsequent to the transaction, we derived revenues primarily from rent received from our operation of real estate property. For further discussion, see “Infrastructure & Real Estate Operations” below.

On November 112, ~~2023~~2024, ~~the~~we ~~Company~~and ~~entered~~certain ~~into~~other ainvestors ~~subscription~~completed ~~agreement (~~the ~~“Subscription~~purchase ~~Agreement”)~~from ~~with~~EchoStar ~~Charles~~of W.an ~~Ergen~~aggregate ~~(the~~of ~~“Subscriber”)~~14.265 ~~Pursuant~~million to the Subscription Agreement, the Subscriber agreed, subject to the closing of the Company’s initial business combination, to purchase, and the Company agreed to issue and sell to the Subscriber, 17,391,300 shares of ~~the Company~~EchoStar’s ~~Series~~Class A ~~Convertible~~common ~~Preferred Stock~~stock, par value $0.~~0001~~01 per share ~~(the “Preferred Stock”)~~, at ana ~~aggregate~~ purchase price of ~~approximately~~ $~~200 million, or $11~~28.5004 per share ~~(the “Equity Forward Transaction” or “Equity Forward”)~~. ~~The~~We ~~closing~~purchased ~~of the Equity Forward Transaction is contingent upon~~1, ~~and is expected to occur substantially concurrently with~~551,355 ~~the~~shares ~~consummation~~for ~~of the Transaction. On March 25, 2024, the Company and the Subscriber entered into~~ an ~~amendment~~aggregate topurchase ~~the~~price ~~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 $1143.505 ~~per share~~million. ~~See~~We ~~Note~~paid 4for ~~and~~the ~~Note~~purchase 9price towith ~~our~~cash ~~consolidated~~on ~~financial statements included in this Annual Report~~hand.

~~Extension~~On December 5, 2024, we completed the purchase of ~~Date~~a majority equity interest in Red Technologies SAS, a société par actions simplifiée organized under the laws of France, through our wholly-owned subsidiary, RED Tech US, LLC (“RED US”), for a purchase price of EUR 18.6 million in cash, subject to ~~Consummate~~certain anadjustments. ~~Initial~~Established ~~Business~~in ~~Combination~~2012 and headquartered in Paris, RED Technologies specializes in spectrum-sharing technologies and services. The company offers scalable, cloud-based solutions for Citizens Broadband Radio Service (“CBRS”) and Television White Space (“TVWS”), catering to operators across various sectors, and provides operated 5G connectivity solutions for companies aiming to modernize their communications infrastructure in the U.S. and European markets. For further discussion, see “Technology & Telecommunications Operations” below.

AtFinancing a special meeting (the “First Special Meeting”) on October 31, 2022, our stockholders approved an extension of the date by which we were required to consummate a business combination from November 3, 2022 to June 3, 2023 (the “First Extension”). In connection with the First Extension, stockholders holding 66,651,616 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the trust account (the “First Extension Redemptions”). As a result of the First Extension Redemptions, approximately $669.9 million (approximately $10.05 per share) was removed from the trust account to pay such redeeming holders and approximately $84 million remained in the trust account.Transactions

InOn ~~connection~~May ~~with~~1, ~~the First Extension~~2024, ~~our~~we ~~Sponsor~~issued ~~agreed~~and tosold ~~advance~~ to ~~us (i) $0.02 for each public share that was not redeemed in connection with~~ the ~~First~~Ranch ~~Special~~Legacy ~~Meeting~~Trust, ~~plus~~a ~~(ii)~~trust ~~$0.02~~established for ~~each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on~~ the ~~3rd~~benefit ~~day~~ of ~~each~~Mr. ~~subsequent~~Ergen’s ~~month,~~family ~~or portion thereof, that we required to complete a business combination from November 3, 2022 until June 3, 2023~~ (~~such advances,~~ the “~~First Extension Loans~~Trust”)~~. In connection with the First Extension~~, 6617,~~651~~391,~~616~~300 shares of ~~Class~~convertible Apreferred ~~common~~ stock, ~~were~~at ~~redeemed~~an inaggregate ~~the~~purchase ~~First~~price ~~Extension~~of ~~Redemptions~~approximately ~~and 8~~$200 million,~~348,384~~ ~~shares~~or of$11.50 ~~Class~~per Ashare. ~~Common~~We ~~Stock~~used ~~were~~a ~~not~~portion ~~redeemed.~~of Asthe aproceeds ~~result,~~from the ~~aggregate~~sale ~~monthly~~to ~~First~~fund ~~Extension~~the ~~Loans~~purchase ~~payable~~price byfor ~~our~~the ~~Sponsor to us were $166,968~~Property. ~~Our~~At ~~Sponsor~~any ~~had~~time ~~advanced~~and afrom ~~total~~time ofto $1time,~~168,774~~ towe ~~the~~may ~~trust~~redeem ~~account~~the asconvertible ofpreferred ~~December~~stock ~~31,~~in ~~2023.~~whole ~~The~~or ~~First~~in ~~Extension~~part, ~~Loans~~at ~~do not bear interest to~~ our ~~Sponsor~~option, orat ~~its~~a ~~designee~~price ~~and~~equal ~~are repayable by us~~ to ~~our~~$11.50 ~~Sponsor~~per orshare. ~~its~~Additionally, ~~designee~~if ~~upon~~ the ~~earlier~~convertible ~~of:~~preferred ~~(i)~~stock ~~the~~has ~~consummation~~not ofbeen anconverted ~~initial~~by ~~business~~May ~~combination~~1, or2029, ~~(ii)~~we ~~our~~will ~~liquidation.~~be ~~Our~~required ~~Sponsor~~to ~~has~~redeem ~~waived~~each ~~any~~share ~~and~~of ~~all~~convertible ~~rights~~preferred tostock ~~the monies held~~ in ~~the~~cash ~~trust~~at ~~account~~a ~~with~~price ~~respect~~equal to ~~those First Extension Loans~~$11.50 Atper ~~the option of our Sponsor~~share, upsubject to ~~$1,500,000~~certain ofcustomary ~~the~~adjustments. ~~First~~See ~~Extension~~“Management’s ~~Loans~~Discussion ~~may~~and beAnalysis ~~converted~~of ~~into~~Financial ~~warrants~~Condition ~~identical~~and toResults ~~the~~of ~~Private~~Operations — Liquidity ~~Placement~~and ~~Warrants,~~Capital ~~at $1~~Resources.~~50 per warrant.~~”

OnTechnology ~~October~~& ~~31,~~Telecommunications 2022, we issued a promissory note in the principal amount of up to $1,168,774 to our Sponsor (the “First Extension Note”), evidencing our indebtedness with respect to the First Extension Loans. As of December 31, 2023, the balance of the First Extension Note was $1,168,774.Operations

AtProducts aand special meeting (the “Second Special Meeting”) on June 1, 2023, our stockholders approved an extension of the date by which we were required to consummate a business combination from June 3, 2023 to November 3, 2023 (the “Second Extension”). In connection with the Second Extension, stockholders holding 5,650,122 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the trust account (the “Second Extension Redemptions”). As a result of the Second Extension Redemptions, approximately $57.6 million (approximately Services

Our Technology & Telecommunications line of business includes our spectrum-sharing technologies and services business, which we operate through our indirect majority-owned subsidiary, RED Technologies. We are engaged in the following revenue generating activities:

●

Citizens Broadband Radio Service: We generate revenue from licensing our Spectrum Access System (“SAS”) platform to businesses operating in the CBRS market. Our SAS platform dynamically allocates and manages frequencies on the CBRS spectrum for customers such as mobile operators, enterprises and wireless internet service providers. Our platform is available in the United States and has been approved by the Federal Communications Commission (the “FCC”) for commercial deployment. RED Technologies has been a pioneer in spectrum sharing technologies and actively contributed to the CBRS regulatory and standard developments. RED Technologies’ team is constituted of first-class engineers coming from top tier telecom vendors and operators. RED Technologies is now a leading provider of cutting-edge technologies and services, offering scalable cloud-based sharing solutions for operators of all sizes and sectors.

●

Television White Space: We provide products and services in the TVWS markets through our operation of databases in multiple countries, including Canada and the United States. These databases enable unlicensed devices to use vacant UHF

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~~$10.19~~television ~~per~~channels ~~share)~~for ~~was~~broadband. ~~removed~~In ~~from~~providing ~~the~~database ~~trust~~services, ~~account~~we enable customers to ~~pay~~maximize ~~such~~existing ~~redeeming~~spectrum ~~holders~~use while protecting incumbents like broadcasters and ~~approximately~~wireless ~~$26~~microphone users.4 ~~million~~In ~~remained~~2020, RED Technologies acquired the TVWS spectrum databases developed by Nominet in the ~~trust~~United ~~account~~States and United Kingdom, positioning it as a leading TVWS database service provider. We generate revenue from cloud-based subscriptions to our TVWS spectrum databases.

In connection with the Second Extension, our Sponsor agreed to advance to us (i) $0.04 for each public share that was not redeemed in connection with the Second Special Meeting plus (ii) $0.04 for each public share that is not redeemed for each subsequent calendar month commencing on July 3, 2023, and on the 3rd day of each subsequent month, or portion thereof, that we required to complete a business combination from June 3, 2023 until November 3, 2023 (such advances, the “Second Extension Loans”). In connection with the Second Extension, 5,650,122 shares of Class A common stock were redeemed in the Second Extension Redemptions and 2,698,262 shares of Class A Common Stock were not redeemed. As a result, the aggregate monthly Second Extension Loans payable by our Sponsor to us were $107,930. Our Sponsor had advanced a total of $539,652 to the trust account as of December 31, 2023. The Second Extension Loans do not bear interest to our Sponsor or its designee and are repayable by us to our Sponsor or its designee upon the earlier of: (i) the consummation of an initial business combination or (ii) our liquidation. Our Sponsor has waived any and all rights to the monies held in the trust account with respect to those Second Extension Loans. At the option of our Sponsor, up to $300,000 of the Second Extension Loans may be converted into warrants identical to the Private Placement Warrants, at $1.50 per warrant.Regulation

OnRED ~~June~~Technology’s 2operations and licenses, ~~2023~~are subject to significant government regulation and oversight, weincluding ~~issued~~by athe ~~promissory~~FCC ~~note~~to the extent they are available in the ~~principal~~United ~~amount~~States, ofand, up to ~~$539~~a certain extent,~~652~~ by Congress. We are subject to ~~our~~telecommunications ~~Sponsor~~regulation (by several regulatory bodies including the ~~“Second~~FCC, ~~Extension~~and ~~Note~~Innovation, Science and Economic Development (“ISED”), ~~evidencing~~in ~~our~~Canada. ~~indebtedness~~We are also subject to export control laws and regulations and trade sanctions laws and regulations of the U.S. and other countries with respect to the ~~Second~~export ~~Extension~~of ~~Loans~~telecommunications services. AsIn ofaddition, ~~December~~in 31France, ~~2023~~the U.S. and Canada, ~~the~~we ~~balance~~are ofsubject ~~the~~to ~~Second~~country ~~Extension~~specific ~~Note~~approvals ~~was~~of ~~$539,652~~our products.

AtDepending aupon ~~special meeting (~~the ~~“Third Special Meeting”) on November 3~~circumstances, ~~2023,~~non-compliance ~~our~~with ~~stockholders~~applicable ~~approved~~legislation anor ~~extension~~regulations ofcould ~~the~~result ~~date~~in bysuspension ~~which~~or werevocation ~~must~~of ~~consummate~~our alicenses ~~business~~or ~~combination from November 3~~authorizations, ~~2023~~acceleration toof ~~May 3~~requirements, ~~2024 (~~the ~~“Third~~termination ~~Extension”).~~or Inloss ~~connection~~of ~~with~~contracts or the ~~Third~~imposition ~~Extension,~~of ~~stockholders~~contractual ~~holding 607~~damages,~~993~~ ~~shares~~civil offines ~~Class~~or Acriminal ~~common~~penalties, ~~stock~~any ~~(after giving effect to withdrawals~~ of ~~redemptions)~~which ~~exercised~~could ~~their~~have ~~right to redeem such shares for~~ a ~~pro~~material ~~rata~~adverse ~~portion~~effect ofon ~~the~~our ~~funds~~business, infinancial ~~the~~condition ~~trust~~and ~~account~~results ~~(the “Third Extension Redemptions”). As a result~~ of ~~the Third Extension Redemptions, approximately $6~~operations.3 ~~million~~These ~~(approximately~~governmental ~~$10.42~~authorities ~~per~~could ~~share)~~also ~~was~~adopt ~~removed~~regulations ~~from~~or ~~the~~take ~~trust~~other ~~account~~actions tothat ~~pay~~would ~~such~~adversely ~~redeeming~~affect ~~holders~~our ~~and~~business ~~approximately $20~~prospects.~~1 million remained in the trust account.~~

~~On March 1~~Furthermore, ~~2023,~~any ~~our~~government ~~Sponsor~~policy ~~agreed~~changes, towhich ~~loan~~may ~~the~~be ~~Company an aggregate of up to $250~~substantial,~~000~~ ~~for~~could ~~working~~increase ~~capital~~regulatory ~~purposes~~uncertainty. The ~~Company~~adoption ~~issued~~or amodification ~~promissory~~of ~~note~~laws toor ~~our~~regulations ~~Sponsor~~relating to ~~evidence~~wireless ~~the loan. On November 2~~telecommunications, ~~2023~~broadband, the ~~Company~~Internet ~~issued~~or another ~~amended~~areas ~~and~~of ~~restated~~our ~~promissory~~business ~~note~~could ~~(the~~limit ~~“Restated~~or ~~Note”)~~otherwise inadversely affect the ~~principal~~manner ~~amount~~in ofwhich upwe tocurrently ~~$550,000~~conduct toour ~~the Sponsor~~business. ~~The~~In ~~Restated Note amends~~addition, ~~restates,~~the ~~replaces~~manner ~~and~~in ~~supersedes~~which ~~that~~regulations ~~certain~~or ~~promissory~~legislation ~~note dated March 1, 2023,~~ in ~~the~~these ~~principal~~areas ~~amount~~may ofbe ~~$250,000.~~interpreted ~~The Restated Note does not bear interest, matures on the date of consummation of the Business Combination~~ and isenforced ~~subject~~cannot ~~to customary events of default. The Restated Note will~~ be ~~repaid~~precisely ~~only~~determined, towhich ~~the extent that the Company has funds available to it outside of its Trust Account established~~ in ~~connection~~turn ~~with~~could ~~its~~have ~~Initial~~an ~~Public~~adverse ~~Offering.~~effect Ason ofour ~~December 31~~business, ~~2023,~~financial ~~the~~condition ~~Company~~and ~~had~~results ~~borrowed $400,000 under the Restated Note. Under the terms~~ of ~~the Restated Note, this working capital loan is not convertible into warrants~~operations.

~~Initial~~Our operations ~~Business~~are ~~Combination~~also ~~Structure~~subject to federal, state and international laws relating to the collection, use, retention, security and transfer of personally identifiable information. The regulatory framework for privacy and security issues worldwide is rapidly evolving and as a result implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. Any failure by us, our suppliers, or other parties with whom we do business to comply with these standards and practices or with other federal, state or international regulations could result in proceedings against us by governmental entities or others. In many jurisdictions, enforcement actions and consequences for noncompliance are rising. These include enforcement actions in response to rules and regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies.

~~Nasdaq~~Infrastructure ~~rules~~& ~~require~~Real ~~that~~Estate we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination and that any such business combination be approved by a majority of our independent directors. Our board of directors will make the determination as to the fair market value of our initial business combination. In connection with the Transaction, CONX will obtain a fairness opinion from an independent investment banking firm or from an independent accounting or valuation firm concluding that the purchase price for the Property is fair to the Company from a financial point of view.Operations

Products and Services

Our Infrastructure & Real Estate line of business includes the operation of our commercial real estate property (the “Property”) in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless. We seek to maximize stockholder value through effective property management by collecting contractual rent and managing maintenance and repair obligations with respect to roof, shell, core and systems.

In connection with the consummation of our acquisition of the Property from the Seller on May 1, 2024, we and Seller entered into a lease agreement (the “Seller Lease Agreement”), pursuant to which Seller leased the Property from us. The Seller Lease Agreement is a “triple-net” lease. It 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. Our 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

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Ifallocated weamong ~~fail~~us to complete the Transaction, we may pursue other initial business combination opportunities. We may pursue such an initial business combination opportunity jointly with an entity to which an officer or director has a fiduciary or contractual obligation, which may include EchoStar and~~/or~~ ~~its affiliates~~Seller, ~~including DISH. We refer to such an initial business combination opportunity~~ as antenant, ~~“Affiliated Joint Acquisition”. Any~~ such ~~parties~~that ~~may co-invest with us in the target at the time of our initial business combination, or~~ we ~~could~~assumed ~~raise~~responsibility ~~additional~~for ~~proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would~~roof, ~~on a fully diluted basis~~shell, ~~reduce~~core ~~the~~and ~~percentage~~systems ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B common stock, issuances or deemed issuances of Class A common stock or equity-linked securities would result in an adjustment to the ratio at which shares of Class B common stock shall convert into shares of Class A common stock such that our initial stockholders and ~~their permitted transferees, if any, would retain their aggregate percentage ownership of at least 20% of the sum of the total number of~~ all ~~shares~~other ofresponsibilities ~~common stock outstanding plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination~~ (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such ~~adjustment~~as ~~with~~general ~~respect~~maintenance toand ~~such issuance or deemed issuance at the time thereof. Neither nXgen Opportunities, LLC (the “Sponsor”~~repair) ~~nor~~are ~~its~~assumed ~~affiliates~~by ~~has an obligation to make any such investment, and may compete with us for potential business combinations~~Seller.

WeOur ~~anticipate~~real ~~structuring~~estate ~~our~~operations ~~initial~~derive ~~business~~revenues ~~combination,~~primarily ~~including~~from ~~the~~rent ~~Transaction,~~received sopursuant ~~that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target or targets. If we fail~~ to ~~complete~~ the ~~Transaction,~~Seller weLease ~~may pursue other initial business combination opportunities~~Agreement, which may include structuring our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target in order to meet certain objectives of the target management team or stockholders or for other reasons, including an Affiliated Joint Acquisition, as described above. However, we ~~will~~believe ~~only~~provides complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us inwith ~~the business combination transaction. For example, we could pursue~~ a ~~transaction~~predictable inrevenue ~~which~~stream wewith ~~issue~~embedded agrowth ~~substantial number of new shares in exchange for all of the outstanding capital stock of a target~~potential. InAll ~~this case, we would acquire a 100% controlling interest in the target. However, as a result~~ of ~~the~~Seller’s ~~issuance~~obligations ofunder a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the ~~equity~~Lease ~~interests~~Agreement ~~or assets of a target or targets~~ are ~~owned~~guaranteed ~~or acquired~~ by ~~the post-transaction company~~DISH, ~~the~~an ~~portion~~affiliate of ~~such target or targets that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above~~Seller. ~~If the business combination involves more than one target, the 80% of net assets test will be based on the aggregate value of all of the targets.~~

~~Potential~~We ~~Initial~~intend ~~Business~~to ~~Combination~~operate ~~Targets~~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.

The ~~network~~Property ofis ~~contacts~~located ~~and~~at ~~relationships~~5701 ofSouth ~~our~~Santa ~~management~~Fe ~~team~~Boulevard, ~~provide us with an important source of acquisition opportunities. In addition~~Littleton, ~~potential~~Colorado ~~targets~~80120 ~~have been brought,~~ and weis ~~anticipate~~comprised ~~that~~of ~~additional~~approximately ~~potential targets will continue to be brought~~206,992 tosquare ~~our~~feet ~~attention~~of ~~from~~net ~~various~~rentable ~~unaffiliated~~area ~~sources, including investment market participants, private equity groups, investment banks, consultants, accounting firms~~ and ~~large~~is ~~business enterprises~~fully-occupied.

We are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor or any of its executive officers or directors, such as in connection with the Transaction, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our Sponsor or any of its executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view.Regulation

~~Our~~The ~~Sponsor~~Property ~~and~~is ~~members~~subject ~~of our management team directly or indirectly own shares of Class B common stock initially purchased by our founder in a private placement prior~~ to ~~our~~various ~~initial~~laws, ~~public~~ordinances ~~offering~~ and ~~the shares of Class A common stock that will be issued upon the automatic conversion of shares of Class B common stock at the time of our initial business combination (“founder shares”)~~regulations, ~~Independent~~including ~~Director~~regulations ~~Shares~~relating ~~(as defined below) and warrants issued~~ to ~~our~~common ~~Sponsor in a private placement simultaneously with the closing of our initial public offering (“private placement warrants”) and, accordingly, may have a conflict of interest in~~ 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 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.

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determining whether a particular target is an appropriate business with which to effectuate our initial business combination. Further, certain of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target as a condition to any agreement with respect to our initial business combination. Competition

~~Certain~~We offace ~~our~~competition ~~officers~~across and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including 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 combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our ~~officers~~two orlines ~~directors becomes aware~~ of a business combination 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 combination 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. Our amended and restated articles of incorporation 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 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~~Technology ~~then~~& ~~directly~~Telecommunications: ~~engaged;~~Wireless ~~(c)~~communication ~~the~~services ~~director or officer~~ is ~~permitted~~a tomature ~~refer~~market ~~the~~with ~~opportunity~~moderate toyear usover ~~without~~year ~~violating~~organic ~~any~~growth ~~legal obligation;~~ and ~~(d)~~our inspectrum-sharing ~~the~~technologies ~~case~~and ofservices aface ~~director~~competition orwithin ~~officer~~that ~~who~~market, atincluding ~~the~~from ~~time~~larger ~~the~~market ~~opportunity~~participants isas ~~presented,~~well ~~has~~as ainnovative ~~fiduciary~~early-stage ~~relationship~~companies. toCompetitive ~~EchoStar~~factors include, ~~and~~but ~~the~~are ~~opportunity~~not ~~relates~~limited to, apricing, ~~line~~market ofsaturation, ~~business~~service ~~in which EchoStar~~ and~~/or~~ ~~its~~product ~~affiliates~~offerings, ~~including~~customer ~~DISH~~experience, isinnovation ~~then~~and ~~engaged~~service orquality. ~~has~~Among ~~expressed~~our anprimary ~~interest~~competitors are Federated Wireless, Google SAS and the ~~director~~Sony orGroup ~~officer~~Corporation, ~~has~~some ~~first~~of ~~referred~~whom ~~the~~may ~~opportunity~~have togreater ~~EchoStar,~~resources and ~~that~~lower ~~entity~~costs ~~has~~of ~~declined~~capital tothan ~~pursue~~we ~~the opportunity~~do.

In● ~~addition,~~Infrastructure ~~our~~& ~~Sponsor,~~Real ~~initial~~Estate: ~~stockholders,~~Investing ~~officers,~~in ~~directors~~ and~~/or~~ ~~their~~operating ~~affiliates~~real ~~may~~estate ~~sponsor~~is orhighly ~~form~~competitive. We face competition from other ~~special~~landlords, ~~purpose~~REITs, ~~acquisition~~investment companies, ~~similar~~pension tofunds, ~~ours~~private orequity ~~may~~and ~~pursue~~hedge fund investors, sovereign funds, healthcare operators, lenders, developers and other ~~business~~institutional orinvestors, ~~investment~~some ~~ventures~~of ~~during~~whom ~~the~~may ~~period~~have ingreater ~~which~~resources weand ~~are~~lower ~~seeking~~costs anof ~~initial~~capital ~~business~~than ~~combination~~we do. ~~Any~~Because ~~such~~our ~~companies,~~sole ~~businesses~~tenant oris ~~investments~~a ~~may~~subsidiary ~~present~~of ~~additional~~EchoStar, ~~conflicts~~our ofrental ~~interest~~and inrelated ~~pursuing~~revenues anare ~~initial~~dependent ~~business~~on ~~combination.~~EchoStar’s Weability doto ~~not~~generate ~~believe,~~revenue ~~however,~~and ~~that~~compete ~~the~~with ~~fiduciary~~other ~~duties~~companies oron ~~contractual~~a ~~obligations~~number of ~~our~~different ~~officers~~levels, orincluding ~~directors~~its ~~will~~quality ~~materially~~of ~~affect~~products ~~our~~and ~~ability~~services toprovided, ~~complete~~innovation, ~~our~~reputation, ~~initial~~pricing, ~~business~~and ~~combination~~financial condition.

~~Financial~~In ~~Position~~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.

WeFor ~~expect to complete our initial business combination using our cash, debt or equity securities, third-party financing (for example,~~ a ~~private~~discussion ~~placement~~ of ~~our securities), or a combination of~~ the ~~foregoing,~~risks ~~which~~associated ~~will~~with ~~allow~~competitive usconditions toaffecting ~~tailor~~our ~~the~~business, ~~consideration~~see toItem be1A. ~~paid~~“Risk toFactors ~~the~~— Risks ~~target~~Related to ~~fit~~Our ~~its~~Business ~~needs and desires~~Generally.”

OnIntellectual November 1, 2023, we entered into the Equity Forward Transaction with our Founder. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.Property

~~Lack~~We ofown ~~Business~~29 ~~Diversification~~patents, including 26 French patents and three European patents, associated with RED Technologies.

~~For~~Human anCapital indefinite period of time after the completion of our initial business combination, including the Transaction, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:Resources

●We ~~subject~~believe usthat our future success will depend to ~~negative~~a ~~economic~~significant extent upon the performance of Charles W. Ergen, ~~competitive~~our Chairman and ~~regulatory~~Director, ~~developments~~and Jason Kiser, ~~any~~our orChief ~~all~~Executive Officer and Director. The loss of ~~which~~Mr. Ergen ~~may~~or Mr. Kiser or certain other key employees at RED Technologies could have a ~~substantial~~material adverse ~~impact~~effect on ~~the~~our ~~particular~~business, ~~industry~~financial incondition ~~which~~and weresults ~~operate~~of ~~after~~operations. ~~our~~Neither ~~initial~~Mr. ~~business~~Ergen ~~combination~~nor Mr. Kiser is obligated to devote any specific number of hours to our affairs, and the amount of time they will devote in any time period will vary based on our business plan.

●As ~~cause~~of usDecember to31, ~~depend~~2024, onwe had approximately 13 employees, all of whom were located in Paris, France, at RED Technologies. In connection with the ~~marketing~~RED Technologies acquisition, we entered into employment agreements with Pierre Jean Muller, RED Technologies’ Chief Executive Officer, and ~~sale~~Michael ofAbitbol, aRED ~~single~~Technologies’ ~~product~~Chief orOperating ~~limited~~Officer, ~~number~~each for an indefinite period of ~~products~~time. orWe ~~services~~generally consider relations with our employees to be good. By default, our French employees are covered by the collective bargaining agreement negotiated by the Syntec Federation for engineering, software and consulting companies.

We believe that our business is dependent on our ability to identify, hire, develop, motivate and retain a team of highly skilled personnel with knowledge of the wireless industry. Our business will be adversely affected if we fail to effectively identify, hire, develop, motivate and retain highly skilled personnel with knowledge of the wireless industry.

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.

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~~Limited~~Relationship ~~Ability~~with toEntities ~~Evaluate~~Controlled ~~the~~By ~~Target’s~~Our ~~Management Team~~Chairman

~~Although~~Our weChairman ~~closely~~and ~~scrutinize the management of a prospective target when evaluating the desirability of effecting our initial business combination with that business~~Director, ~~our~~Charles ~~assessment of the target’s management may not prove to be correct~~W. ~~In addition~~Ergen, ~~the~~is ~~future management may not have the necessary skills~~Chairman, ~~qualifications or abilities to manage a public company. Furthermore~~President, ifChief weExecutive ~~were~~Officer ~~unable~~and toco-founder ~~complete~~of ~~the~~EchoStar ~~Transaction~~ and ~~sought~~DISH ~~other~~and ~~business~~beneficially ~~combination~~owned ~~opportunities,~~approximately ~~the~~86.8% ~~future role~~ of ~~members of our management team, if any, in~~ the ~~target~~total ~~cannot~~voting ~~presently~~power ~~be stated with any certainty. The determination as to whether any~~ of ~~the~~all ~~members~~classes of ~~our~~EchoStar’s ~~management~~outstanding ~~team~~shares ~~will~~as ~~remain with the combined company will be made at the time~~ of ~~our~~July 31, ~~initial business combination~~2025. ~~While~~Our itChief isExecutive ~~possible~~Officer ~~that~~and ~~one~~Director, orJason ~~more~~Kiser ofserved ~~our~~as ~~directors~~Treasurer ~~will~~of ~~remain~~DISH ~~associated~~from in2008 ~~some~~to ~~capacity with us following our initial business combination~~2023, itand ishas ~~unlikely~~been ~~that~~employed ~~any~~by ofentities ~~them~~owned ~~will~~or ~~devote~~controlled ~~their~~by ~~full~~Mr. ~~efforts~~Ergen tofor ~~our~~over ~~affairs~~35 ~~subsequent to our initial business combination~~years.

~~Moreover~~Mr. Ergen, ~~there~~through nXgen beneficially owns approximately 99.3% of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and exerts substantial influence over all actions requiring a stockholder vote. In addition, nXgen is nocontractually ~~assurance~~entitled ~~that~~to ~~members~~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 ~~management~~other ~~team~~stockholders ~~will~~generally. ~~have~~Further, ~~significant~~concentrated ~~experience~~control by nXgen over key decision making as a result of its control of a majority of the voting power will limit or ~~knowledge~~preclude ~~relating~~our other stockholders’ ability to influence corporate matters for the ~~operations~~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 ~~particular~~election ~~target~~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.

~~There~~We isdepend noon ~~assurance~~affiliates ~~that~~of ~~any~~EchoStar for all of our ~~key~~revenues ~~personnel~~deriving ~~will~~from ~~remain~~our inreal ~~senior~~estate ~~management~~operation. The inability or ~~advisory~~other ~~positions~~failure ~~with~~of our tenant or DISH, as guarantor, under the ~~combined~~Seller ~~company.~~Lease ~~The~~Agreement ~~determination~~to asmeet its obligations to ~~whether~~us ~~any~~would ofmaterially reduce our ~~key~~liquidity, ~~personnel~~cash ~~will~~flow, ~~remain~~net ~~with~~operating ~~the~~income ~~combined~~and ~~company~~results ~~will~~of beoperations, ~~made~~which atwould ~~the~~in ~~time~~turn ofmay cause our ~~initial~~stock price to decline and have other materially adverse effects on our business, ~~combination~~results of operations and financial condition. For further discussion, see Part III, Item 13, “Certain Relationships and Related Party Transactions” in this Annual Report.

~~Following~~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 ~~business~~corporate ~~combination~~opportunity to us, except if all of the following conditions are satisfied: (a) we ~~may~~have ~~seek~~expressed an interest in the business opportunity as determined from time to ~~recruit~~time ~~additional~~by ~~managers~~our board of directors as evidenced by resolutions appearing in our minutes; (b) the opportunity relates to ~~supplement~~a line of business in which we are then directly engaged; (c) the ~~incumbent~~director ~~management~~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 ~~target.~~time ~~There~~the opportunity is nopresented, ~~assurance~~has ~~that~~a wefiduciary ~~will~~relationship ~~have~~to EchoStar, and the ~~ability~~opportunity relates to ~~recruit~~a ~~additional~~line ~~managers~~of business in which EchoStar and/or its affiliates, including DISH, is then engaged or ~~that~~has ~~additional~~expressed ~~managers~~an ~~will~~interest, ~~have~~the director or officer has first referred the ~~requisite~~opportunity ~~skills~~to EchoStar, ~~knowledge~~and orthat ~~experience~~entity ~~necessary~~has declined to ~~enhance~~pursue the ~~incumbent management~~opportunity.

~~Stockholders~~For ~~May~~further ~~Not~~discussion, ~~Have~~see “Risk Factors — Our Chairman and Director, Charles W. Ergen, through nXgen, is a controlling stockholder of the ~~Ability~~Company, tohaving ~~Approve~~control ~~Our~~over ~~Initial~~key ~~Business~~decision ~~Combination~~making, which may not always be in the interest of the our other stockholders.”

In connection with the Transaction, we contemplate conducting redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated articles of incorporation. However, should we be unable to complete the Transaction and pursue another business combination opportunity, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Nevada law for each such transaction.

Type of Transaction WhetherStockholderApproval isRequired Purchase of assets No Purchase of stock of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target Yes

~~Under~~Item ~~Nasdaq’s~~1A. Risk ~~listing rules, stockholder approval would be required for our initial business combination if, for example:~~Factors

●You Weshould ~~issue~~carefully ~~shares~~consider all of ~~common~~the ~~stock~~risks ~~that~~described ~~will~~below, betogether ~~equal~~with tothe orother information contained in ~~excess~~this Annual Report, including the financial statements. If any of ~~20%~~the following risks occur, our business, financial condition or results of operations may be materially and adversely affected. In that event, the ~~number~~trading price of our ~~shares~~securities could decline, and you could lose all or part of ~~common~~your ~~stock~~investment. ~~then~~The ~~outstanding~~risk ~~(other~~factors ~~than~~described inbelow aare ~~public~~not ~~offering);~~necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

●Risks ~~Any~~Related of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target or assets to beOur ~~acquired~~Business ~~or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or~~Generally

●We ~~The~~may ~~issuance~~not orachieve ~~potential~~sustained ~~issuance~~growth ofor ~~common~~profitability ~~stock will result~~ in ~~our~~the ~~undergoing a change of control~~future.

Our revenue and profitability has varied significantly in historical periods. We may not achieve sustained growth or profitability in the future as a result of our recent acquisitions and other initiatives. As a public company, we incur significant legal, accounting and other expenses in order to comply with public company reporting, and disclosure requirements. We also incur legal, accounting and other expenses in connection with acquisitions and integration activities associated therewith. These expenditures make it harder for us

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~~Permitted~~to ~~Purchases~~achieve and maintain future profitability. Revenue growth may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain sustained profitability in the future. We may incur significant losses in the future for a number of ~~Our~~reasons, ~~Securities~~including due to the other risks described in this Annual Report, 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 sustained profitability in the future, 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 adversely effect on our business, financial condition, and results of operations.

IfPast weperformance ~~seek~~by ~~stockholder approval of~~ our ~~initial~~management ~~business~~team combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, initial stockholders, directors, executive officers, advisors or their affiliates, ~~may~~including ~~purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination~~Mr. ~~There~~Ergen ~~is no limit on the number of shares our Sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law~~ and ~~Nasdaq rules~~Mr. ~~However~~Kiser, ~~they~~including ~~have~~investments ~~no current commitments, plans or intentions to engage in such transactions~~ and ~~have not formulated any terms or conditions for any such~~ transactions. ~~None of the funds~~ in ~~the~~which ~~trust account will be used to purchase shares or public warrants in such transactions. If~~ they ~~engage~~have inparticipated ~~such~~and ~~transactions,~~businesses ~~they~~with ~~will~~which ~~be restricted from making any such purchases when~~ they are inand ~~possession~~have ofbeen ~~any~~associated, ~~material~~is ~~nonpublic information~~ not ~~disclosed~~indicative toof ~~the~~future ~~seller~~performance orof ifan ~~such~~investment ~~purchases~~in ~~are prohibited by Regulation M under the Exchange Act~~us.

InWe ~~the~~are ~~event~~facing ~~that~~increasing ~~our~~competition ~~Sponsor,~~which ~~initial~~could ~~stockholders,~~impact ~~directors,~~demand ~~officers~~for, ~~advisors~~and orresult ~~their affiliates purchase shares~~ in ~~privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights~~, ~~such~~increasing ~~selling~~pricing ~~stockholders~~pressures ~~would~~with berespect ~~required~~ to ~~revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases~~, ifour ~~any,~~products ~~would~~and constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rulesservices.

~~The~~We ~~purpose~~face ofcompetition ~~any~~across ~~such~~our ~~purchases~~two lines of ~~shares~~business. ~~could~~In beaddition, ~~(i) to vote such shares~~ in ~~favor~~identifying, ofevaluating ~~the~~and ~~business~~selecting ~~combination~~potential oracquisition ~~(ii)~~opportunities, towe ~~satisfy~~face acompetition ~~closing~~from ~~condition~~other companies in anthe ~~agreement~~communications ~~with~~and aconnectivity ~~target~~sectors that ~~requires~~are usseeking tostrategic ~~have~~growth, aincluding ~~minimum~~EchoStar ~~net~~and ~~worth~~DISH. orWe aalso ~~certain~~face ~~amount~~potential ofcompetition ~~cash~~from atprivate ~~the~~equity ~~closing~~groups ofand ~~our~~leveraged ~~initial~~buyout ~~business combination~~funds, ~~where~~public itcompanies ~~appears~~and ~~that~~special ~~such~~purpose ~~requirement~~acquisition ~~would otherwise not be met~~companies. ~~The~~Many ~~purpose~~ of ~~any~~these ~~such~~entities ~~purchases~~are ofwell ~~public~~established ~~warrants~~and ~~could~~have begreater tofinancial, ~~reduce~~technical, ~~the~~human ~~number~~and ofother ~~public~~resources ~~warrants~~than ~~outstanding~~us. orOur ability to ~~vote~~compete ~~such~~may ~~warrants~~also onbe ~~any~~impacted ~~matters~~by ~~submitted~~global, tonational ~~the~~and ~~warrant~~local ~~holders~~economic ~~for~~trends, ~~approval~~availability inof ~~connection~~investment ~~with~~alternatives, ~~our~~availability ~~initial~~and ~~business~~cost ~~combination. Any such purchases~~ of ~~our~~capital, ~~securities~~construction ~~may~~and ~~result~~renovation incosts, ~~the~~existing ~~completion~~laws ofand ~~our~~regulations, ~~initial~~new ~~business~~legislation ~~combination~~and ~~that~~regulation, ~~may~~among ~~not~~other ~~otherwise have been possible~~factors.

InThere ~~addition,~~can ifbe ~~such~~no ~~purchases~~assurance ~~are~~that ~~made,~~we ~~the~~will ~~public~~be ~~“float”~~able ofto effectively compete against our ~~Class A~~competitors ~~common~~due ~~stock~~to, oramong ~~public~~other ~~warrants~~factors, ~~may~~their besignificant ~~reduced~~resources and ~~the~~operating ~~number~~history. ofMaterial ~~beneficial~~competitive ~~holders~~risks ofto our ~~securities~~business ~~may be reduced~~include, ~~which~~but ~~may~~are ~~make~~not itlimited ~~difficult~~ to, ~~maintain or obtain~~ the ~~quotation, listing or trading of our securities on a national securities exchange.~~following:

~~Our~~● ~~Sponsor,~~competition ~~initial~~from ~~stockholders,~~new ~~officers, directors and/~~or ~~their~~different ~~affiliates~~technology ~~anticipate~~compared that they may identify the stockholders with whom our initial stockholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of Class A common stock) following our mailing of proxy or tender offer materials in connection with our initial business combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to ~~redeem their shares for a pro rata share of the trust account or vote against~~ our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting related to our initial business combination. Our Sponsor, executive officers, directors, advisors or any of their affiliates will select which stockholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our Sponsor, initial stockholders, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate the tender offer rules, Section 9(a)(2) of, or Rule 10b-5 under, the Exchange Act. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.offerings;

●

competition from existing or new competitors entering the same markets we serve;

●

government funding for competing products and services, reducing demand for our products and services; and

●

competitive pressures to provide enhanced functionality for the same or lower price with each new generation of technology.

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 99.3% 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.

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~~Redemption~~Although ~~Rights~~we ~~for~~had ~~Public~~approximately ~~Stockholders~~$117 ~~upon~~million ~~Completion~~of cash on our balance sheet as of ~~Our~~December ~~Initial~~31, ~~Business~~2024, ~~Combination~~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 ~~will~~may ~~provide~~be ~~our~~required ~~public stockholders with the opportunity~~ to ~~redeem~~obtain ~~all~~additional orfinancing abeyond ~~portion of their shares of Class A common stock upon the completion of~~ our ~~initial~~existing ~~business~~cash ~~combination at a per-share price~~position, ~~payable~~including infor ~~cash,~~maintenance ~~equal~~or toexpansion ~~the aggregate amount then on deposit in the trust account calculated as~~ of ~~two~~operations ~~business days prior to the consummation~~ of ~~the initial business combination, including interest (less amounts released to us to pay~~ our ~~taxes)~~businesses, ~~divided~~or ~~by the number of then outstanding public shares, subject~~ to ~~the~~fund ~~limitations and on the conditions described herein~~acquisitions. ~~The~~This ~~per~~capital ~~share~~might ~~amount we will distribute to investors who properly redeem their shares will~~ not be ~~reduced~~available byon ~~any~~acceptable ~~deferred~~terms, ~~underwriting~~if ~~commissions~~at ~~we may pay to the underwriter~~all. The ~~redemption~~failure ~~rights will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order~~ to ~~validly~~secure ~~redeem~~additional ~~its shares. Our initial stockholders~~financing, ~~Sponsor,~~if ~~officers~~ and ~~directors~~when ~~have entered or~~needed, incould ~~the~~adversely ~~case~~effect ofon ~~independent~~our ~~directors~~liquidity ~~appointed~~and ~~in the future, will enter into a letter agreement with us pursuant to which they have agreed or will agree to waive their redemption rights in connection with the completion of~~ our ~~initial~~ability ~~business combination with respect~~ to ~~any~~realize ~~founder~~growth ~~shares~~opportunities, ~~Independent~~acquisitions ~~Director~~and ~~Shares~~use ~~and~~funds ~~public~~for ~~shares~~other ~~they~~general ~~may~~corporate ~~hold~~purposes.

~~Limitations~~Raising onadditional ~~Redemptions~~capital may cause dilution to our stockholders or restrict our operations.

~~Our~~We ~~amended~~may ~~and~~seek ~~restated~~additional ~~articles~~capital ofdue ~~incorporation provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets~~ to befavorable ~~less~~market ~~than~~conditions ~~$5,000,001.~~or Instrategic ~~addition~~considerations, ~~should~~including ~~we be unable~~ to ~~complete~~raise ~~the~~additional ~~Transaction~~funds ~~and pursue another business combination opportunity, the contractual arrangements for such other business combination opportunity may impose a minimum cash requirement for: (i) cash consideration~~ to befinance ~~paid~~our tocurrent ~~the target~~ or ~~its~~future ~~owners,~~operating ~~(ii)~~plans ~~cash for working capital~~ or ~~other general corporate purposes or (iii) the retention of cash~~ to ~~satisfy~~increase ~~other~~liquidity ~~conditions. In the event the aggregate cash consideration we would be required to pay~~ for ~~all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~trading of ~~the~~our proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A ~~common~~Common ~~stock submitted for redemption will be returned to the holders thereof~~Stock. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

~~Manner~~To the extent we raise additional capital through the sale of ~~Conducting~~newly ~~Redemptions~~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.

WeSecuring ~~will~~any ~~provide~~such ~~our~~financing ~~public~~could ~~stockholders~~require ~~with the opportunity to redeem all or~~ a ~~portion~~substantial ofamount ~~their public shares upon the completion~~ of ~~our~~time ~~initial~~and ~~business~~attention ~~combination~~from ~~either~~its ~~(i)~~management in connection with a stockholder meeting called to approve the initial business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and ~~will~~may bedivert ~~based on~~ a ~~variety~~disproportionate ofamount ~~factors such as the timing~~ of ~~the~~their ~~transaction~~attention ~~and~~away ~~whether~~from ~~the terms of the transaction would require us~~ day-to-day ~~seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases~~activities, ~~such as the Transaction, would not typically require stockholder approval while direct mergers with our company where we do not survive and any transaction in~~ which wemay ~~issue~~adversely ~~more~~affect ~~than~~its ~~20%~~management’s ofability ~~our outstanding common stock or seek~~ to ~~amend~~oversee ~~our~~the ~~amended~~development ~~and restated articles~~ of ~~incorporation would require stockholder approval. So long as we maintain a listing for~~ our ~~securities on Nasdaq, we are required to comply with Nasdaq’s stockholder approval rules~~business.

~~Our~~If ~~amended~~we ~~and~~are ~~restated~~unable ~~articles of incorporation require us~~ to ~~provide~~raise ~~our~~additional ~~public~~capital ~~stockholders~~if ~~with~~and ~~the~~when ~~opportunity to redeem their public shares by one of the two methods listed above~~needed, ~~which will apply whether or not we maintain~~ our ~~registration~~ability ~~under~~to ~~the~~implement ~~Exchange Act or~~ our ~~listing~~business onplan ~~Nasdaq. Such provisions~~ may be ~~amended~~negatively ~~if approved by holders of 65% of our common stock entitled to vote thereon~~impacted.

If we ~~provide~~were ~~our~~deemed ~~public~~to ~~stockholders~~become ~~with~~an investment company for purposes of the ~~opportunity~~Investment toCompany ~~redeem~~Act, ~~their~~we ~~public~~would ~~shares~~be inrequired ~~connection~~to ~~with~~institute aburdensome ~~stockholder~~compliance ~~meeting,~~requirements weand ~~will:~~our activities would be severely restricted.

●Part ~~conduct~~of ~~the~~our ~~redemptions~~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 ~~conjunction~~operating ~~with~~companies and expect to participate in managing, through board representation or otherwise, a ~~proxy~~core ~~solicitation~~group ~~pursuant~~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 ~~Regulation~~be ~~14A~~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 ~~Exchange~~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 ~~regulates~~could ~~the~~result ~~solicitation~~in ofsignificant ~~proxies~~registration and compliance costs, could require changes to our corporate governance structure and ~~not~~financial ~~pursuant~~reporting, and could restrict our activities going forward. In addition, if we were to become subject to the ~~tender~~Investment ~~offer~~Company ~~rules~~Act, any violation of the Investment Company Act could subject us to adverse consequences, including potentially significant regulatory penalties and the possibility that certain of our contracts would be deemed unenforceable.

●We ~~file~~face ~~proxy~~risks ~~materials~~related ~~with~~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 ~~SEC~~value of your securities.

We anticipate growing 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 any further 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 another acquisition opportunity, including due to competition within our industry for acquisitions of business, technologies and assets. We may enter into negotiations for acquisitions that are not ultimately consummated.

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IfAny wefuture ~~seek~~acquisitions ~~stockholder approval,~~ we ~~will~~may ~~complete~~pursue ~~our~~could ~~initial~~result ~~business combination only if a majority of the outstanding shares of common stock voted are voted~~ in ~~favor~~operating of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum anddifficulties, ~~pursuant~~dilution ~~to a letter agreement dated October 29, 2020, by~~ and ~~among~~other ~~the~~consequences ~~Company,~~that ~~our~~may ~~Sponsor~~adversely ~~and~~impact ~~each of~~ our officers and directors (the “letter agreement”), our Sponsor, officers and directors have agreed or, in the case of independent directors appointed in the future, will agree to vote any founder shares and Independent Director Shares they hold in favor of our initial business ~~combination. As a result~~, ~~the~~results ~~founders and independent directors would have the ability to approve any initial business combination without the participation~~ of ~~public~~operations ~~shareholders. These quorum~~ and ~~voting~~financial ~~thresholds, and the voting agreements of our initial stockholders, make it more likely that we will consummate our initial business combination~~condition. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.

IfAny 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 ~~stockholder~~wide ~~vote~~array isof ~~not~~potential ~~required~~strategic transactions. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we domay not ~~decide~~be able to ~~hold~~complete aacquisitions ~~stockholder~~on ~~vote~~favorable ~~for~~terms, if at all. The process of integrating an acquired company, business or ~~other~~technology ~~legal~~may ~~reasons,~~create unforeseen operating difficulties and expenditures. The areas where we ~~will~~face risks include, without limitation:

● ~~conduct~~loss ~~the~~of ~~redemptions~~key ~~pursuant~~employees toof ~~Rule~~the ~~13e-4~~acquired company and ~~Regulation~~other ~~14E~~challenges ~~under~~associated ~~the~~with ~~Exchange~~integrating ~~Act~~new employees into our culture, ~~which~~as ~~regulate~~well ~~issuer~~as ~~tender~~reputational ~~offers,~~harm ~~and~~if integration is not successful;

● ~~file~~diversion ~~tender~~of ~~offer~~management ~~documents~~time ~~with~~and ~~the~~focus ~~SEC~~from ~~prior~~operating ~~to completing~~ our ~~initial~~ business ~~combination, which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required pursuant~~ to ~~Regulation~~addressing ~~14A~~acquisition ~~under~~integration ~~the Exchange Act, which regulates the solicitation of proxies.~~challenges;

In● ~~the~~implementation ~~event~~or weremediation ~~conduct~~of ~~redemptions pursuant to the tender offer rules~~controls, ~~our offer to redeem will remain open for at least 20 business days~~procedures, ~~in accordance with Rule 14e-1(a) under the Exchange Act,~~ and wepolicies ~~will~~at ~~not be permitted to complete our initial business combination until~~ the ~~expiration~~acquired of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001.company;

~~Upon~~● ~~the~~difficulties ~~public~~in ~~announcement~~integrating ofand ~~our~~managing ~~initial~~the ~~business~~combined ~~combination~~operations, iftechnologies, wetechnology ~~elect~~platforms toand ~~conduct~~products ~~redemptions~~of ~~pursuant~~the toacquired ~~the~~companies ~~tender~~and ~~offer~~realizing ~~rules~~the anticipated economic, weoperational and ~~our~~other ~~Sponsor~~benefits ~~will~~in ~~comply~~a ~~with~~timely ~~Rule 14e-5~~manner, ~~under~~which ~~the~~could ~~Exchange~~result ~~Act.~~in substantial costs and delays or other operational, technical or financial problems;

We● ~~intend~~integration toof ~~require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at~~ the ~~holder’s~~acquired ~~option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company~~company’s ~~DWAC (Deposit/Withdrawal At Custodian) system~~accounting, ~~prior~~human toresource ~~the~~and ~~date~~other ~~set~~administrative ~~forth in the proxy materials or tender offer documents~~systems, asand ~~applicable.~~coordination ~~In the case~~ of ~~proxy materials~~products, ~~this~~engineering date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and ~~result~~sales ~~in additional administrative cost. If the proposed initial business combination is not approved~~ and wemarketing ~~continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares.~~function;

~~Our~~● ~~amended~~assumption ~~and restated articles~~ of ~~incorporation~~contractual ~~provide~~obligations that incontain noterms ~~event~~that ~~will~~are wenot ~~redeem~~beneficial ~~our~~to ~~public~~us, ~~shares~~require inus anto ~~amount~~license ~~that~~or ~~would~~waive ~~cause~~intellectual ~~our~~property ~~net~~rights, ~~tangible~~or ~~assets~~increase toour berisk ~~less~~for ~~than $5,000,001.~~liabilities;

~~Limitation~~● onfailure ~~Redemption~~to ~~Upon~~successfully ~~Completion~~realize ofour ~~Our~~intended ~~Initial~~business ~~Business Combination If We Seek Stockholder Approval~~strategy;

If● weuncertainty ~~seek stockholder approval~~ of ~~our~~entry ~~initial~~into ~~business~~markets ~~combination~~in ~~and~~which we dohave ~~not~~limited ~~conduct~~or ~~redemptions~~no inprior ~~connection~~experience with our initial business combination pursuant to the tender offer rules, our amended and restated articles of incorporation provide that a public stockholder, together with any affiliate of such stockholder or ~~any~~in ~~other~~which ~~person~~competitors ~~with~~have ~~whom~~stronger ~~such~~market ~~stockholder is acting in concert or as~~ positions;

●

unanticipated costs associated with pursuing acquisitions;

●

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;

●

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

●

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

●

difficulties in complying with antitrust and other government regulations;

●

challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”);

●

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

●

failure to accurately forecast the impact of an acquisition transaction.

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aFuture ~~“group”~~acquisitions ~~(as~~could ~~defined~~also ~~under~~result ~~Section~~in 13expenditures of ~~the~~significant ~~Exchange Act)~~cash, ~~will~~dilutive beissuances ~~restricted~~of ~~from~~our ~~seeking~~equity ~~redemption rights with respect to Excess Shares~~securities, ~~without~~the ~~our~~incurrence ~~prior consent. We believe this restriction will discourage stockholders from accumulating large blocks~~ of ~~shares~~debt, ~~and~~restrictions ~~subsequent~~on ~~attempts~~our ~~by such holders to use their ability to exercise their redemption rights against a proposed~~ business, ~~combination~~contingent asliabilities, aamortization ~~means~~expenses ~~to force us~~ or ~~our management to purchase their shares at a significant premium to the then~~write-~~current~~offs ~~market~~of ~~price or on other undesirable terms. Absent this provision~~goodwill, aany ~~public stockholder holding more than an aggregate~~ of ~~15%~~which ofcould ~~the~~harm ~~shares sold in~~ our ~~initial~~financial ~~public~~condition. ~~offering~~In ~~could~~addition, ~~threaten~~any toacquisitions ~~exercise~~we ~~its~~announce ~~redemption~~could ~~rights~~be ifviewed ~~such~~negatively ~~holder’s shares are not purchased~~ by ~~us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms~~investors. ByIf ~~limiting~~we ~~our~~are ~~stockholders’~~unable ~~ability~~ to ~~redeem~~successfully noaddress ~~more~~any ~~than 15%~~ of ~~the~~these ~~shares sold in our initial public offering without our prior consent~~risks, ~~we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block~~ our ~~ability to complete our initial~~ business ~~combination~~, ~~particularly~~financial ~~in connection with a business combination with a target that requires as a closing~~ condition ~~that we have a minimum net worth~~ or aoperating ~~certain~~results ~~amount~~could ofbe ~~cash~~harmed.

~~However~~Certain of our officers and directors presently have, weand ~~will~~any ~~not~~of ~~restrict~~them ~~our~~in ~~stockholders’~~the ~~ability~~future may have additional fiduciary or contractual obligations to ~~vote~~other ~~all~~entities, including DISH and EchoStar, and, accordingly, may have conflicts of ~~their~~interest ~~shares~~in ~~(including~~determining ~~Excess~~to ~~Shares)~~which ~~for~~entity ora ~~against~~potential ~~our~~corporate ~~initial~~opportunity ~~business~~should ~~combination~~be presented.

~~Delivering~~Certain ~~Stock~~of ~~Certificates~~our officers and directors presently have, and any of them in ~~Connection~~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 Articles 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 ~~Exercise~~following conditions are satisfied: (a) we have expressed an interest in the business opportunity as determined from time to time by our board of ~~Redemption~~directors ~~Rights~~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.

AsFor ~~described~~further ~~above,~~discussion weof ~~intend to require~~ our ~~public~~executive ~~stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder~~officers’s ~~option,~~and ~~either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company~~directors’s ~~DWAC~~business ~~system~~affiliations, ~~prior~~corporate toopportunities ~~the~~and ~~date~~related ~~set~~party ~~forth~~matters inthat ~~the~~you ~~proxy~~should ~~materials or tender offer documents, as applicable. In the case of proxy materials, this date may~~ be upaware to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, asplease ~~applicable~~see, ~~that~~“Business we- ~~will~~Relationship ~~furnish to holders of our public shares in connection~~ with ~~our~~Entities ~~initial~~Controlled ~~business~~By ~~combination~~Our will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its sharesChairman.”

~~Accordingly,~~Our ~~a public stockholder would have up to two~~ business ~~days~~could ~~prior~~be toaffected ~~the~~by ~~vote~~macroeconomic ~~on the initial business combination if we distribute proxy materials~~uncertainties, orprolonged ~~from~~downturns ~~the~~in ~~time we send out our tender offer materials until~~ the ~~close~~general ofeconomy ~~the tender offer period, as applicable, to submit~~ or ~~tender~~political ~~its shares if it wishes to seek to exercise its redemption rights. In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials~~changes, aswhich ~~applicable,~~could ~~its~~disproportionately ~~shares~~harm ~~may~~our ~~not be redeemed~~business. ~~Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.~~

~~There~~Our isoperations aand ~~nominal~~performance ~~cost~~depend ~~associated~~significantly ~~with~~on ~~the~~global ~~above-referenced~~and ~~process~~regional ~~and~~economic ~~the~~conditions. ~~act~~Macroeconomic ofconditions, ~~certificating~~including ~~the~~inflation, ~~shares~~slower growth or ~~delivering~~recession, ~~them~~changes ~~through~~to ~~the~~fiscal ~~DWAC~~and ~~system.~~monetary ~~The~~policy, ~~transfer~~tighter ~~agent~~credit, ~~will~~higher ~~typically~~interest ~~charge~~rates, ~~the~~high ~~broker~~unemployment ~~submitting~~and orcurrency ~~tendering~~fluctuations ~~shares~~can aadversely ~~fee~~affect ofdemand ~~approximately~~for ~~$80~~our products and services.00 In addition, confidence and itspending ~~would~~can be upadversely affected in response to ~~the~~financial ~~broker~~market ~~whether~~volatility, negative financial news, declines in income or ~~not~~asset tovalues, ~~pass~~energy ~~this~~shortages and cost onincreases, tolabor ~~the~~and ~~redeeming~~healthcare ~~holder~~costs and other economic factors. ~~However,~~An ~~this~~adverse ~~fee~~impact ~~would~~on bedemand ~~incurred~~for ~~regardless~~our ofproducts, ~~whether~~uncertainty about, or ~~not~~a wedecline ~~require~~in, ~~holders~~global ~~seeking~~or toregional ~~exercise~~economic ~~redemption~~conditions ~~rights~~can tohave ~~submit~~a orsignificant ~~tender~~impact ~~their~~on ~~shares~~our suppliers and other partners. ~~The~~Potential ~~need~~effects include financial instability; inability to ~~deliver~~obtain ~~shares~~credit isto afinance ~~requirement~~operations; ofreduced ~~exercising~~demand ~~redemption~~for ~~rights~~our ~~regardless~~products ofand services; and insolvency. We cannot predict the timing or scale of ~~when~~these ~~such~~various ~~delivery~~macroeconomic ~~must~~conditions, bebut ~~effectuated~~they could have an adverse effect on our business, results of operations and financial condition.

~~Any~~Changes ~~request to redeem such shares, once made, may be withdrawn at any time up to the date set forth~~ in ~~the~~laws ~~proxy materials~~ or ~~tender offer documents~~regulations, asor ~~applicable. Furthermore, if~~ a ~~holder~~failure ofto acomply ~~public share delivered its certificate in connection~~ with anany ~~election~~laws ~~of redemption rights~~ and ~~subsequently decides prior to the applicable date not to elect to exercise such rights~~regulations, ~~such holder~~ may ~~simply~~adversely ~~request~~affect ~~that~~our ~~the~~business, ~~transfer~~including ~~agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of~~ our ~~public~~ability ~~shares electing~~ to ~~redeem~~negotiate ~~their~~and ~~shares~~complete ~~will~~future betransactions, ~~distributed~~and ~~promptly~~results ~~after the completion~~ of ~~our initial business combination~~operations.

IfWe ~~our~~are ~~initial~~subject ~~business~~to ~~combination~~laws isand ~~not~~regulations ~~approved~~enacted orby ~~completed~~national, ~~for~~regional ~~any~~and ~~reason,~~local ~~then~~governments. ~~our~~In ~~public~~particular, ~~stockholders~~we ~~who~~are ~~elected~~required to ~~exercise~~comply ~~their~~with ~~redemption~~certain ~~rights~~Securities ~~would~~and ~~not~~Exchange beCommission ~~entitled~~(“SEC”) toand ~~redeem~~other ~~their~~legal ~~shares~~requirements. ~~for~~Compliance ~~the~~with, and monitoring of, applicable ~~pro~~laws ~~rata~~and ~~share~~regulations ofmay ~~the~~be ~~trust~~difficult, ~~account~~time consuming and costly. InThose ~~such~~laws ~~case~~and regulations and their interpretation and application may also change from time to time, weand ~~will~~those ~~promptly~~changes ~~return~~could ~~any~~adversely ~~certificates~~effect ~~delivered~~on byour ~~public~~business, ~~holders~~investments ~~who~~and ~~elected~~results of operations. In addition, a failure to ~~redeem~~comply ~~their~~with ~~shares~~applicable laws or regulations, as interpreted and applied, could adversely effect on our business and results of operations.

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IfOur ~~our initial proposed initial~~ business ~~combination~~could isbe ~~not~~disrupted ~~completed,~~by wecatastrophic ~~may~~events ~~continue~~and toman-made ~~try~~problems, tosuch ~~complete~~as anpower ~~initial~~disruptions, ~~business~~data ~~combination~~security ~~with a different target until May 3~~breaches, ~~2024~~and terrorism.

~~Redemption~~Our business plan could be disrupted by the occurrence of ~~Public~~any ~~Shares~~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 ~~Liquidation~~similar ifevents. NoIn ~~Initial~~addition, ~~Business~~acts ~~Combination~~of terrorism, including malicious internet-based activity, could cause disruptions to the internet 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.

OnWe ~~November~~do 3,not ~~2023,~~carry ~~our~~business ~~stockholders~~interruption ~~approved~~insurance ansufficient ~~extension~~to ofcompensate us for the ~~date~~potentially bysignificant ~~which~~losses, weincluding ~~must~~the ~~consummate~~potential aharm to our business, ~~combination~~financial condition and results of operations that may result from ~~November~~interruptions 3,in ~~2023~~access to ~~May~~our 3,platform ~~2024~~as a result of system failures.

IfCyber weincidents door ~~not~~attacks ~~complete~~directed our initial business combination, including the Transaction, by May 3, 2024, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at aus ~~per-share~~could ~~price,~~result ~~payable~~ in ~~cash,~~information ~~equal to the aggregate amount then on deposit in the trust account~~theft, ~~including~~data ~~interest (less amounts released to us to pay our taxes and up to $100~~corruption,~~000~~ ofoperational ~~interest~~disruption to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Nevada law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights /or ~~liquidating~~financial ~~distributions with respect to the warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period (as defined below)~~loss.

~~Our~~We ~~initial~~have ~~stockholders~~not adopted specific processes for assessing and managing information theft, ~~Sponsor~~data corruption, ~~officers~~operational disruption and/or ~~directors~~financial ~~have~~loss. ~~entered~~The ~~into~~audit acommittee ~~letter~~is ~~agreement~~generally ~~with~~responsible usto ~~pursuant~~discuss towith ~~which~~management ~~they~~any ~~have~~significant ~~agreed~~risks or ~~will~~exposures, ~~agree~~and toas ~~waive~~necessary ~~their~~report ~~rights~~such torisks ~~liquidating~~or ~~distributions~~exposures ~~from~~to ~~the~~our ~~trust~~board ~~account~~of ~~with~~directors. ~~respect~~Sophisticated toand ~~any~~deliberate ~~founder~~attacks ~~shares~~on, ~~and~~or ~~Independent~~security ~~Director~~breaches ~~Shares~~in, ~~they~~our ~~hold~~systems ifor weinfrastructure, ~~fail~~or tothe ~~complete~~systems ~~our~~or ~~initial~~infrastructure ~~business~~of ~~combination~~third byparties ~~May~~or 3the cloud, ~~2024.~~could ~~However,~~lead ifto ~~our~~corruption ~~initial~~or ~~stockholders,~~misappropriation ~~Sponsor~~of proprietary information and sensitive or ~~management~~confidential ~~team~~data. ~~acquire~~As ~~public~~an ~~shares~~early-stage ~~following~~company ~~our~~without ~~initial~~significant ~~public~~investments ~~offering~~in data security protection, ~~they~~we ~~will~~may not be ~~entitled~~sufficiently toprotected ~~liquidating~~against ~~distributions~~such ~~from~~occurrences. ~~the~~We ~~trust~~may ~~account~~not ~~with~~have ~~respect~~sufficient resources to ~~such~~adequately ~~public~~protect ~~shares~~against, ifor weto ~~fail~~investigate and remediate any vulnerability to, ~~complete~~cyber ~~our~~incidents. ~~initial~~It ~~business~~is ~~combination~~possible bythat ~~May~~any 3of these occurrences, ~~2024~~or a combination of them, could have adverse consequences on our business and lead to financial loss.

~~Our~~The ~~initial~~requirements ~~stockholders, Sponsor, officers and directors have agreed, or in the case~~ of ~~any~~being ~~additional independent directors appointed in the future, will agree, pursuant to~~ a ~~letter~~public ~~agreement~~company ~~with~~may ~~us,~~strain ~~that they will not propose any amendment to~~ our ~~amended~~resources and ~~restated~~divert articles of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by May 3, 2024 or with respect to any other material provisions relating to stockholdersmanagement’s rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less amounts released to us to pay our taxes), divided by the number of then outstanding public sharesattention. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

WeAs ~~expect~~a ~~that~~public ~~all~~company, ~~costs~~we ~~and~~are ~~expenses~~subject ~~associated~~to ~~with~~the ~~implementing~~reporting ~~our~~requirements ~~plan~~of the Securities Exchange Act of ~~dissolution~~1934, as ~~well~~amended as(the ~~payments~~“Exchange toAct”), ~~any~~the ~~creditors~~Sarbanes- Oxley Act, ~~would~~the beDodd-Frank ~~funded~~Wall ~~from~~Street ~~amounts~~Reform ~~remaining~~and ~~out~~Consumer ofProtection ~~the~~Act ~~approximately~~and ~~$8,000~~other ofapplicable ~~cash~~securities ~~held~~rules ~~outside~~and ~~the~~regulations. ~~trust~~Compliance ~~account~~with asthese ofrules ~~December~~and 31regulations increase our legal and financial compliance costs, ~~2023~~make some activities more difficult, time-consuming or costly and ~~available~~increase ~~for~~demand ~~working~~on ~~capital~~our ~~purposes~~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 ~~pay~~maintain ~~our~~and, ~~taxes~~if required, improve our disclosure controls and anprocedures ~~additional~~and ~~amount~~internal ofcontrol upover financial reporting to ~~$100~~meet this standard,~~000~~ ofsignificant ~~interest~~resources ~~accrued~~and onmanagement oversight are required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our ~~trust~~business ~~account~~and ~~released~~operating results. We may need to ~~pay~~hire ~~those~~more employees in the future or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

IfWe wehave ~~were~~material toweaknesses ~~expend~~in ~~all of the net proceeds of~~ our ~~initial~~internal ~~public~~control ~~offering~~over ~~and~~financial ~~the~~reporting ~~sale~~as of ~~the~~December ~~private placement warrants~~31, ~~other~~2024. ~~than~~If ~~the~~we ~~proceeds~~are ~~deposited~~unable into ~~the~~develop ~~trust account,~~ and ~~without~~maintain ~~taking~~an ~~into~~effective ~~account~~system ~~interest,~~of ifinternal ~~any,~~control ~~earned~~over onfinancial ~~the trust account and any tax payments or expenses for the dissolution of the trust~~reporting, ~~the~~we ~~per-share~~may ~~redemption~~not ~~amount~~be ~~received~~able byto ~~stockholders~~accurately ~~upon~~report our ~~dissolution~~financial ~~would~~results ~~be approximately $10.00. The proceeds deposited~~ in ~~the~~a ~~trust~~timely ~~account could~~manner, ~~however,~~which ~~become~~may ~~subject~~adversely toaffect ~~the~~investor ~~claims~~confidence ofin ~~our~~us ~~creditors~~and ~~which~~materially ~~would~~and ~~have~~adversely ~~higher~~affect ~~priority than the claims of~~ our ~~public~~business ~~stockholders.~~and ~~There~~operating ~~is no assurance that the actual per-share redemption amount received by stockholders will not be substantially less than $10~~results.~~00.~~

~~Although~~Our wemanagement ~~have~~concluded ~~sought~~that ~~and~~there ~~will~~were ~~continue~~material toweaknesses ~~seek~~in internal control over financial reporting as of December 31, 2024 related to ~~have~~(i) ~~all~~our ~~vendors~~accounting for complex financial instruments, ~~service~~including ~~providers~~debt, ~~prospective~~equity ~~targets~~and derivative instruments, and ~~other~~non-recurring ~~entities~~transactions, ~~with~~and ~~which~~(ii) insufficient qualified accounting personnel, accounting systems, segregation of duties and information technology controls. While we dohave ~~business~~processes ~~execute~~to ~~agreements~~identify ~~with~~and usappropriately ~~waiving~~apply ~~any~~applicable ~~right,~~accounting ~~title~~requirements, ~~interest~~we orplan ~~claim~~to continue to enhance our system of ~~any~~evaluating ~~kind~~and inimplementing orthe accounting standards that apply to ~~any~~our ~~monies~~accounting ~~held~~for incomplex ~~the~~financial ~~trust~~instruments ~~account~~and ~~for~~non-recurring ~~the~~transactions, ~~benefit~~and ofenhance analyses by our ~~public~~personnel ~~stockholders,~~and ~~there~~third-party isprofessionals nowith ~~guarantee~~whom ~~that~~we ~~they~~consult ~~will~~regarding ~~execute~~complex ~~such~~accounting ~~agreements~~applications. orEffective ~~even~~internal ifcontrols ~~they~~are ~~execute~~necessary ~~such~~for ~~agreements~~us ~~that~~to ~~they~~provide ~~would~~reliable befinancial ~~prevented~~reports ~~from~~and ~~bringing~~prevent ~~claims~~fraud. ~~against~~We ~~the~~can ~~trust~~offer ~~account~~no ~~including~~assurance ~~but~~that ~~not~~our ~~limited~~remediation toplan will ultimately have the intended effects.

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~~fraudulent~~A ~~inducement,~~material ~~breach~~weakness ofis ~~fiduciary~~a ~~responsibility~~deficiency, or ~~other~~a ~~similar~~combination ~~claims, as well as claims challenging the enforceability~~ of ~~the waiver~~deficiencies, in ~~each~~internal ~~case~~control inover ~~order~~financial toreporting ~~gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving~~ such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that ~~such~~there ~~third~~is ~~party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage~~ a ~~third-party~~reasonable possibility that ~~refuses to execute~~ a ~~waiver~~material ~~include~~misstatement ~~the engagement~~ of aour ~~third~~annual ~~party consultant whose particular expertise~~ or ~~skills~~interim ~~are~~financial ~~believed~~statements bywill ~~management~~not to be ~~significantly~~prevented, ~~superior to those of other consultants that would agree to execute a waiver~~ or indetected ~~cases~~and ~~where~~corrected ~~management~~on ~~is unable to find~~ a ~~service~~timely ~~provider willing to execute a waiver~~basis. ~~The~~If ~~underwriter~~we ofidentify ~~the initial public offering did not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive~~ any ~~claims~~new ~~they~~material ~~may~~weaknesses ~~have~~ in the future ~~as a result of~~, ~~or arising out of,~~ any ~~negotiations,~~such ~~contracts~~newly oridentified ~~agreements~~material ~~with~~weakness uscould ~~and~~limit ~~will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account,~~ our ~~Sponsor~~ability ~~has agreed that it will be liable~~ to usprevent ~~if and to the extent any claims by a third party for services rendered~~ or ~~products~~detect ~~sold to us, or~~ a ~~prospective~~misstatement ~~target with which we have entered into a written letter~~ of ~~intent,~~our ~~confidentiality~~accounts or ~~other~~disclosures ~~similar~~that ~~agreement~~could orresult ~~business combination agreement, reduce the amount of funds~~ in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a ~~third~~material ~~party~~misstatement ~~or prospective target who executed a waiver~~ of ~~any~~our ~~and~~annual ~~all rights to the monies held in the trust account (whether~~ or ~~not~~interim ~~such~~financial ~~waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act~~statements. ~~However,~~In ~~we have not asked our Sponsor to reserve for~~ such ~~indemnification obligations~~case, ~~nor have~~ we ~~independently~~may ~~verified~~be ~~whether~~unable ~~our Sponsor has sufficient funds~~ to ~~satisfy~~maintain ~~its~~compliance ~~indemnity~~with ~~obligations~~securities ~~and~~law werequirements ~~believe~~regarding ~~that~~timely ~~our~~filing ~~Sponsor’s only assets are securities~~ of ~~our~~periodic ~~company.~~reports ~~Therefore,~~in ~~there~~addition ~~is no assurance that our Sponsor would be able~~ to ~~satisfy those obligations. As a result, if~~ any ~~such~~applicable ~~claims~~stock ~~were~~exchange ~~successfully~~listing ~~made against the trust account~~requirements, ~~the~~investors ~~funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we~~ may ~~not~~lose beconfidence ~~able~~in ~~to complete~~ our ~~initial~~financial ~~business~~reporting ~~combination,~~ and ~~stockholders would receive such lesser amount per share in connection with any redemption of their public shares. None of~~ our ~~other~~stock ~~officers~~price ormay ~~directors~~decline ~~will~~as ~~indemnify~~a ~~us for claims by third parties including, without limitation, claims by vendors and prospective targets~~result.

~~Effective~~Provisions ~~October~~in ~~12,~~our ~~2022,~~Articles ~~the~~and ~~Company~~Nevada ~~converted~~law ~~all~~may ofinhibit ~~the~~a ~~investments~~takeover inof ~~the trust account into cash~~us, which ~~remained~~could inlimit the ~~trust~~price ~~account.~~investors Onmight ~~September~~be ~~29,~~willing ~~2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect~~ to ~~the~~pay ~~trust account, to hold all funds~~ in the ~~trust~~future ~~account~~for 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 (which we are permitted to use to pay our ~~taxes~~shares ~~and up to $100,000~~ of ~~dissolution~~Class ~~expenses)~~A ~~will~~Common ~~again~~Stock ~~increase. Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate,~~ and wecould ~~cannot~~entrench ~~assure you that such rate will not decrease or increase significantly~~management.

InOur ~~the~~Articles ~~event~~contain ~~that~~provisions the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that itmay isdiscourage ~~unable~~unsolicited totakeover ~~satisfy~~proposals ~~its indemnification obligations or~~ that itstockholders ~~has~~may noconsider ~~indemnification obligations related~~ to abe particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in ~~exercising~~ their ~~business~~best ~~judgment may choose not to do so in any particular instance~~interests. ~~Accordingly,~~These ~~there~~provisions ~~is no assurance that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.~~include:

We● ~~will~~the ~~seek~~ability toof ~~reduce~~ the ~~possibility~~board ~~that~~of ~~our~~directors ~~Sponsor will have~~ to ~~indemnify~~designate the ~~trust~~terms ~~account due to claims~~ of ~~creditors~~and byissue ~~endeavoring~~new toseries ~~have~~of ~~all~~preferred ~~vendors~~stock, ~~service providers, prospective targets or other entities with~~ which wemay domake ~~business~~more ~~execute~~difficult ~~agreements~~the ~~with~~removal ~~us waiving any right, title, interest or claim~~ of ~~any~~management ~~kind~~and inmay ordiscourage totransactions ~~monies~~that ~~held~~otherwise incould ~~the~~involve ~~trust~~payment ~~account.~~of ~~Our~~a ~~Sponsor~~premium ~~will~~over ~~also~~prevailing ~~not~~market beprices ~~liable~~for ~~as to any claims under~~ our ~~indemnity~~securities; ~~of the underwriter of our initial public against certain liabilities, including liabilities under the Securities Act.~~and

In● ~~the~~a ~~event~~staggered ~~that~~board weof liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from the trust account could be liable for claims made by creditorsdirectors.

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 of 1933, as amended (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.

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~~Under~~Risks ~~Nevada~~Related ~~law, stockholders may be held liable for claims by third parties against a corporation~~ to ~~the~~our ~~extent~~Technology of& ~~distributions~~Communications ~~received by them in a dissolution.~~Business

~~The~~RED ~~pro~~Technologies ~~rata~~is ~~portion~~an ofearly-stage ~~the~~company ~~trust~~lacking ~~account~~an ~~distributed~~established torecord ~~our public stockholders upon the redemption~~ of ~~our~~revenue ~~public~~and ~~shares in the event we do not complete our initial business combination by May 3~~earnings, ~~2024~~which ~~may~~could besubject ~~considered~~us ato ~~liquidating~~volatile ~~distribution~~revenues ~~under~~and ~~Nevada~~earnings ~~law. There is no assurance~~ that weare ~~will~~difficult ~~properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims~~ to ~~the extent of distributions received by them (but no more)~~predict. Any action or suit must be commenced within two years after the dissolution if the plaintiff could have known the underlying facts on or before the dissolution, or within three years after the date of dissolution in all other cases.

~~Furthermore,~~We ifmay ~~the~~be ~~pro~~affected ~~rata~~by ~~portion~~numerous ofrisks inherent in the ~~trust~~operations ~~account~~of ~~distributed~~RED toTechnologies. ~~our~~RED ~~public~~Technologies ~~stockholders~~is ~~upon~~a ~~the~~business ~~redemption~~with oflimited ~~our~~historical ~~public~~financial ~~shares~~data, involatile ~~the~~revenues ~~event~~and weearnings, dowhich ~~not~~has ~~complete~~operated ~~our~~at ~~initial~~a ~~business~~loss ~~combination~~and byhas ~~May~~sizable 3,capital ~~2024~~needs. isAlthough ~~not~~we ~~considered~~have aendeavored ~~liquidating~~to ~~distribution~~evaluate ~~under~~the ~~Nevada~~risks ~~law~~inherent ~~and~~to ~~such~~the ~~redemption~~acquisition ~~distribution~~of isRED ~~deemed~~Technologies, towe bemay ~~unlawful~~not ~~(potentially~~have ~~due~~been able to properly ascertain or assess all the ~~imposition~~significant ofrisks. ~~legal~~Furthermore, ~~proceedings~~some ~~that~~of athese ~~party~~risks may ~~bring~~be oroutside ~~due~~of toour ~~other~~control ~~circumstances~~and ~~that~~leave ~~are~~us ~~currently~~with ~~unknown),~~no ~~then~~ability ~~pursuant~~ to ~~Section~~control ~~11.380~~or ofreduce the ~~NRS,~~chances ~~the~~that ~~statute~~those ofrisks ~~limitations~~will ~~for~~adversely ~~claims~~impact ofus. ~~creditors~~Any ~~against~~such ~~stockholders~~risks could beresult ~~three~~in ~~years~~lower ~~after~~revenues, ~~the~~higher ~~plaintiff~~costs and diversion of management time and energy, which could ~~have~~materially ~~known~~impact ~~the~~our ~~underlying~~business, ~~facts~~financial condition and results of operations.

~~However,~~We ~~because~~may weincur ~~are~~significant aadditional ~~blank~~cash ~~check~~payment ~~company,~~obligations ~~rather~~in ~~than~~connection anwith ~~operating company, and our operations are limited to searching for prospective targets to acquire,~~ the ~~only~~RED ~~likely~~Technologies ~~claims~~acquisition to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective targets. As described above, pursuant to the obligation contained in our underwriting agreement, we have sought and ~~will~~risks ~~continue~~associated ~~to seek to have all vendors, service providers, prospective targets or other entities~~ with ~~which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in~~ the ~~trust~~acquisition ~~account.~~may Ascreate acertain ~~result~~unforeseen ~~of this obligation, the~~ claims ~~that could be made against us are significantly limited~~ and ~~the likelihood that any claim that would result in any liability extending to the trust account is remote~~liabilities.

~~Further,~~We ~~our~~incurred ~~Sponsor~~transaction ~~may~~costs ~~be liable only to the extent necessary to ensure that the amounts~~ in ~~the~~connection ~~trust~~with ~~account~~our ~~are~~acquisition ~~not~~of ~~reduced~~RED ~~below (i) $10~~Technologies.00 ~~per~~In ~~public~~addition, ~~share~~we ormay ~~(ii)~~incur ~~such~~significant ~~lesser~~additional ~~amount~~cash ~~per~~payment ~~public~~obligations ~~share~~under ~~held in~~ the ~~trust~~stock ~~account~~purchase asagreements ofpursuant ~~the~~to ~~date~~which ofwe ~~the~~acquired ~~liquidation~~RED ~~of the trust account~~Technologies, ~~due~~pursuant to ~~reductions~~which inwe ~~value~~have ofagreed ~~the trust assets, in each case net of the amount of interest withdrawn~~ to pay ~~taxes~~additional ~~and~~consideration ~~will~~of ~~not~~up ~~be liable as~~ to ~~any~~$5.30 ~~claims~~million ~~under~~for ~~our indemnity of~~ the ~~underwriter~~remaining equity of ~~our~~RED ~~initial~~Technologies ~~public~~if ~~offering against~~ certain ~~liabilities,~~milestones ~~including~~related ~~liabilities under the Securities Act. In the event that an executed waiver is deemed~~ to ~~be unenforceable against a third party, our Sponsor will not be responsible to~~ the ~~extent~~development of ~~any~~its ~~liability~~technology ~~for~~are ~~such third-party claims~~achieved.

IfWe wemay ~~file~~also aface ~~bankruptcy~~litigation ~~petition~~ or another ~~involuntary~~claims ~~bankruptcy~~as ~~petition~~a isresult ~~filed~~of ~~against us that is not dismissed,~~ the ~~proceeds held in the trust account could be subject to applicable bankruptcy law~~acquisition, ~~and~~including ~~may be included~~ in ~~our~~connection ~~bankruptcy~~with ~~estate~~any ~~and~~potential ~~subject~~earnout topayments ~~the~~or ~~claims~~closing ofpurchase ~~third~~price ~~parties with priority over the claims of our stockholders~~adjustments. ToRED ~~the~~Technologies ~~extent~~may ~~any~~also ~~bankruptcy~~have ~~claims deplete the trust account~~liabilities, ~~there~~or ~~is no assurance that we will~~ be ~~able~~subject to ~~return~~claims, ~~$10.00 per share to our public stockholders. Additionally~~litigation, ~~if we file a bankruptcy petition~~ or aninvestigations ~~involuntary bankruptcy petition is filed against us~~ that iswe did not ~~dismissed,~~anticipate ~~any distributions received by stockholders could be viewed under applicable debtor/creditor and/~~or ~~bankruptcy~~which ~~laws~~exceed asour ~~either~~estimates aat ~~“preferential~~the ~~transfer”~~time orof athe ~~“fraudulent conveyance~~acquisition.” AsAny alitigation ~~result,~~relating ~~a bankruptcy court could seek~~ to ~~recover~~the ~~some~~acquisition orwould ~~all~~increase ~~amounts~~expenses ~~received~~associated bywith ~~our~~the ~~stockholders.~~acquisition ~~Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/~~or ~~may~~cause ~~have~~a ~~acted~~delay in ~~bad~~completing ~~faith,~~the ~~and~~acquisition ~~thereby exposing itself and our company to claims~~ of ~~punitive damages, by paying public stockholders from~~ the ~~trust~~remaining ~~account~~equity ~~prior~~interests, towhich ~~addressing~~may ~~the~~impact ~~claims~~our ~~of creditors~~business. ~~There is no assurance that claims will not be brought against us for these reasons.~~

~~Our~~Although ~~public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if~~ we doexpect ~~not~~that ~~complete our initial business combination by May 3, 2024, (ii) in connection with a stockholder vote to amend our amended and restated articles of incorporation to modify~~ the ~~substance~~RED orTechnologies ~~timing~~acquisition ofwill ~~the~~result ~~ability of public stockholders to seek redemption~~ in ~~connection~~benefits ~~with an initial business combination or our obligation~~ to ~~redeem~~us, ~~100%~~those ofbenefits ~~our~~may ~~public shares if we do~~ not ~~complete~~be ~~our initial business combination by May 3~~realized, ~~2024~~ or ~~with~~may respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or (iii) if they redeem their shares for cash upon the completion of our initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not ~~result~~be inrealized awithin ~~stockholder’s redeeming its shares to us for an applicable pro rata share of~~ the ~~trust~~anticipated ~~account~~timeframe. Such stockholder must have also exercised its redemption rights described above. These provisions of our amended and restated articles of incorporation, like all provisions of our amended and restated articles of incorporation, may be amended with a stockholder vote.

Our ability to realize the anticipated benefits of the RED Technologies acquisition will depend, to a large extent, on RED Technologies’ ability to operate in a manner that facilitates growth. There can be no assurance that RED Technologies will become a profitable business.

The operation of RED Technologies is expected to be costly and time-consuming and require significant management attention and resources which may divert attention from our other operations. The failure to realize the anticipated benefits of the RED Technologies acquisition could, among other things, cause an interruption of, or a loss of momentum in, our other activities and could adversely affect our results of operations and prospects. Factors that may cause us not to realize the anticipated benefits of the RED Technologies acquisition include, among others:

●

Failure to realize growth;

●

Inability to retain existing and obtain new customers, suppliers and other commercial relationships;

●

Diversion of management and employee attention from our other operations;

●

Difficulties in integrating systems, including, but not limited to, communications systems, administrative and information technology infrastructure, accounting, financial reporting and internal control systems;

●

Challenges in conforming policies, business cultures and compensation structures;

●

Difficulties in managing the expanded operations of a larger and more complex company; and

●

Potential unknown liabilities, litigation and other adverse consequences and unforeseen expenses.

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~~Competition~~Many of these factors are outside of our control and any of them could result in lower revenues, higher costs and diversion of management time, which could materially impact our business, financial condition and results of operations.

InRED ~~identifying,~~Technologies’ ~~evaluating~~revenue ~~and~~is ~~selecting~~concentrated ain ~~target for our initial business combination, we have encountered, and if we are unable to complete the Transaction may continue to encounter, competition from other entities having~~ a ~~business~~limited ~~objective~~number ~~similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many~~ of ~~these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover~~customers, ~~many of these competitors possess greater financial, technical, human~~ and ~~other resources than us. If we fail to complete the Transaction,~~ our ability to acquire larger targets will be limited by our available financial resources. This inherent limitation will give others an advantage in pursuing the acquisition of a target. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business ~~combination~~ and ~~our~~prospects ~~outstanding~~may ~~warrants,~~suffer ~~and~~upon the ~~future~~loss ~~dilution they potentially represent, may not be viewed favorably by certain targets. Either~~ of ~~these factors may place us at~~ a ~~competitive~~significant ~~disadvantage in successfully negotiating an initial business combination~~customer.

~~Periodic~~RED ~~Reporting~~Technologies has derived, and ~~Financial~~may ~~Information~~continue to derive, a significant portion of our revenue from a limited number of large customers. For the year ended December 31, 2024, one of our customers represented more than 10% of our total revenue. Due to the significant time required to acquire new customers, the loss of any of these customers, or the loss of any other significant customer or a significant reduction in the amount of demand from a significant customer would adversely affect our revenue, results of operations, cash flows and reputation in the marketplace. If our customers experience financial difficulties or business reversals which reduce or eliminate the need for our services, they may be unable or unwilling to fulfill their contracts with us. Our customers may attempt to impose new or additional requirements on us that reduce the profitability of the services performed by us. Our customer concentration also increases the concentration of our accounts receivable and our exposure to payment defaults by key customers, which could expose us to substantial and potentially unrecoverable costs if we do not receive payment from key customers. Additionally, the loss of any significant customer could pose reputational harm to us and make it more challenging to acquire new customers.

Our ~~units,~~customers ~~Class A~~may ~~common~~reduce ~~stock~~or ~~and~~cease ~~warrants~~utilizing ~~are~~our ~~registered~~services ~~under~~depending on the ~~Exchange~~quality ~~Act~~of our services, competition and wetheir ~~have~~own ~~reporting~~technological ~~obligations~~capabilities, ~~including~~market ~~the~~demand ~~requirement~~for ~~that~~their weproducts ~~file~~and/or ~~annual,~~their ~~quarterly~~own ~~and~~internal ~~current~~budget ~~reports~~cycles. ~~with~~Although ~~the~~we ~~SEC.~~do Innot ~~accordance~~generally ~~with~~enter ~~the~~into ~~requirements~~long-term ofcontracts ~~the~~with ~~Exchange~~our ~~Act~~customers, ~~this~~there ~~annual~~is ~~report~~no ~~contains~~guarantee ~~financial~~that ~~statements~~such ~~audited~~agreements ~~and~~would ~~reported~~be negotiated on byterms ~~our~~that ~~independent~~are ~~registered~~commercially ~~public~~favorable ~~accountants~~to us in the long-term.

WeIf we are ~~required~~unable to ~~evaluate~~take ~~our~~advantage ~~internal~~of ~~control~~technological ~~procedures~~developments ~~for~~on ~~the~~a ~~fiscal~~timely ~~year ending December 31~~basis, ~~2023~~or asat ~~required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)~~all, ~~although as a smaller reporting company~~ we ~~are~~may noexperience ~~longer required to have our internal control procedures audited. The development of the internal controls, including subsequent to~~ a ~~business~~decline ~~combination,~~in todemand ~~achieve~~for ~~compliance~~our ~~with~~services ~~the~~or ~~Sarbanes-Oxley~~face ~~Act~~challenges ~~may~~in ~~increase~~implementing ~~the~~or ~~time~~evolving ~~and~~our ~~costs necessary to complete any such~~ business ~~combination~~strategy.

WeIn ~~are~~order ~~subject~~ to ~~the~~grow ~~rules~~ and ~~regulations~~remain ~~promulgated~~competitive, ~~under~~we ~~the~~will ~~Exchange~~need ~~Act.~~to Weadapt ~~have~~to nochanges ~~current~~in ~~intention~~available oftechnology, ~~filing~~including, abut ~~Form 15~~not limited to, ~~suspend~~artificial ~~our~~intelligence ~~reporting~~and ormachine ~~other~~learning, ~~obligations~~continually ~~under~~invest ~~the~~in ~~Exchange~~and ~~Act~~enhance ~~prior~~our orexisting ~~subsequent~~service toofferings ~~the~~and ~~consummation~~introduce ofnew offerings to meet our ~~initial~~current ~~business~~and ~~combination~~customer’s changing service demands.

~~Human~~As ~~Capital~~a ~~Resources~~result, adopting new and sophisticated technologies may result in implementation issues, such as scheduling and supplier delays, unexpected or increased costs, technological constraints, regulatory permitting issues, actual or perceived subscriber dissatisfaction and other issues that could cause delays in launching new technological capabilities, which in turn could result in significant costs or reduce the anticipated benefits of the upgrades. If our new services fail to retain or gain acceptance in the marketplace or if costs associated with these services are higher than anticipated, this could have a material adverse effect on our operating results.

WeOur ~~currently~~ability ~~have~~to ~~one~~successfully ~~executive~~operate ~~officer,~~RED ~~our~~Technologies ~~CEO, Jason Kiser. Mr. Kiser~~ is ~~not~~dependent ~~obligated~~upon ~~to devote any specific number of hours to~~ our ~~matters~~ability ~~but intends~~ to ~~devote~~retain askey ~~much~~personnel, ofincluding ~~his~~the ~~time~~founders asand heother ~~deems~~key ~~necessary~~employees toof ~~our~~RED ~~affairs until we have completed our initial business combination~~Technologies. The ~~amount~~loss of ~~time~~key hepersonnel ~~will~~would ~~devote~~negatively inimpact ~~any time period will vary based on whether a target business has been selected for~~ our ~~initial business combination and the stage of the business combination process we are in~~operations. ~~We do not intend to have any full time employees prior to the completion of our initial business combination.~~

Our ability to successfully operate RED Technologies is dependent upon our ability to retain key personnel, including the founders and other key employees of RED Technologies. Although the milestone payments under the sale and purchase agreements with RED Technologies are intended to incentivize certain key employees to remain with us, there is no guarantee that we will be successful in retaining any or all key employees of RED Technologies now or in the future, in which case we would be required to hire replacement personnel. If we fail to retain key personnel or hire qualified replacement personnel, that would negatively affect our ability to operate RED Technologies’ business successfully.

~~Item~~RED ~~1A. Risk~~Technologies’ ~~Factors~~services and licenses are subject to government regulation.

~~You~~RED ~~should~~Technologies’ ~~carefully~~services ~~consider~~and ~~all~~licenses ofprovided ~~the~~pursuant ~~risks~~to ~~described~~the ~~below,~~services ~~together~~are ~~with~~subject ~~the~~to ~~other~~regulation ~~information~~by ~~contained~~the FCC in ~~this~~the ~~annual~~United ~~report~~States, ~~including~~ISED ~~the~~in ~~financial~~Canada ~~statements.~~and Ifother ~~any~~federal, ofstate ~~the~~and ~~following~~local, ~~risks~~as ~~occur,~~well ~~our~~as ~~business~~international, ~~financial~~governmental ~~condition~~authorities. orThese ~~results~~governmental ofauthorities ~~operations~~could ~~may~~adopt beregulations ~~materially~~or ~~and~~take ~~adversely~~other ~~affected.~~actions In that ~~event,~~would ~~the~~adversely ~~trading~~affect ~~price~~our ofbusiness ~~our~~prospects, ~~securities~~making ~~could~~it ~~decline,~~more difficult and/or ~~you~~expensive ~~could~~to ~~lose~~operate ~~all~~our SAS platform or ~~part~~provide ofour ~~your~~TVWS ~~investment~~services. The ~~risk~~licensing, ~~factors~~construction, ~~described~~operation, ~~below~~sale ~~are~~and ~~not~~interconnection ~~necessarily~~arrangements ~~exhaustive~~of ~~and~~wireless ~~you~~telecommunications systems are ~~encouraged~~regulated toby ~~perform~~the ~~your~~FCC ~~own~~and, ~~investigation~~depending ~~with~~on ~~respect~~the tojurisdiction, usother federal and ~~our~~international, ~~business~~state and local regulatory agencies.

Summary of Risk Factors

We are a blank check company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. These risks are discussed more fully

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~~following~~The ~~this~~risk ~~summary.~~of ~~Material~~non-compliance ~~risks~~with ~~that~~laws ~~may~~and ~~affect~~regulations, ~~our business~~including, ~~operating~~but ~~results~~not ~~and~~limited ~~financial~~to, ~~condition~~the ~~include,~~risk ~~but~~of ~~are~~changes ~~not~~to ~~necessarily~~laws ~~limited~~and toregulations, ~~the~~could ~~following:~~adversely affect our business.

●Our ~~There~~business is noregulated ~~assurance~~by ~~when~~numerous governmental agencies and other regulatory bodies, both domestically and internationally. Also, our international operations are subject to the laws and regulations of many different jurisdictions that may differ significantly from U.S. laws and regulations. Violations of these laws and regulations could result in fines or ifpenalties or other sanctions which could have a material adverse impact on our ~~proposed~~business. ~~initial~~Additionally, our ability to operate and grow our business ~~combination~~depends ~~will~~on belaws ~~completed~~and regulations that govern the frequency bands and/or orbital locations we operate in or may operate in in the future.

●These ~~Our~~laws ~~Sponsor~~and ~~currently~~regulations ~~owns~~are asubject ~~majority~~to ~~of,~~the administrative and ~~possesses~~political ~~controlling~~process ~~voting~~and ~~power~~do ~~with~~change ~~respect~~from time to time. We may be affected by changes to government leadership and policy changes resulting from new leaders. We have been subject to such changes in the past and may be subject to such changes in the future and those changes may negatively impact us, ~~our~~including ~~outstanding~~but ~~common~~not ~~stock~~limited to, the addition of new regulations, the modification or rescission of past regulations which ~~will~~may ~~limit~~be ~~public~~favorable ~~stockholders’~~and ~~influence~~the onincrease ~~corporate~~or ~~matters~~decrease of government programs which us or our subscribers may be recipients. Our business could suffer a material adverse impact if laws and regulations change and we are not able to adapt to these changes efficiently.

●Additionally, ~~The~~we ~~ability~~are ofsubject ~~our~~to ~~public~~emerging ~~stockholders~~and toevolving ~~redeem~~regulatory ~~their~~requirements ~~shares~~and ~~for~~frameworks ~~cash~~regarding ~~may~~environmental, ~~make~~social ~~our~~and ~~financial~~governance ~~condition~~matters, ~~unattractive~~including, but not limited to, potential ~~business~~new ~~combination~~or ~~targets~~revised disclosure rules proposed by the SEC and recently enacted or proposed legislation in jurisdictions such as California. The ultimate scope of these regulations may change as they are finalized, ~~which~~and they may ~~make~~not itbe ~~difficult~~uniform ~~for~~across usjurisdictions. toMeeting ~~enter~~these ~~into~~obligations amay ~~business~~require ~~combination~~significant ~~with~~investments aof ~~target~~time, capital and personnel.

●Our ~~The~~failure ~~ability~~to ofeffectively ~~our~~invest ~~public~~in, ~~stockholders~~introduce toand ~~exercise~~implement ~~redemption~~new ~~rights~~competitive ~~with~~products ~~respect~~and toservices acould ~~large~~cause ~~number of~~ our ~~shares~~products ~~may~~and ~~not~~services ~~allow us~~ to ~~complete~~become ~~the~~obsolete ~~most~~and ~~desirable~~could ~~business~~negatively ~~combination~~impact ~~or optimize~~ our ~~capital structure~~business.

●Technology ~~Nasdaq~~in ~~may~~the ~~delist~~wireless ~~our~~and ~~securities~~broadband ~~from~~and ~~trading~~satellite onservices ~~its~~industries ~~exchange~~changes rapidly as new technologies are developed, which could ~~limit~~cause ~~investors’~~our products and services to become obsolete. We and our suppliers may not be able to keep pace with technological developments. Our operating results are dependent to a significant extent upon our ability to ~~make~~continue ~~transactions~~to inintroduce new products and services, to upgrade existing products and services on a timely basis and to reduce costs of our ~~securities~~existing products and ~~subject~~services. usWe may not be able to ~~additional~~successfully ~~trading~~identify ~~restrictions~~new product or service opportunities or develop and market these opportunities in a timely or cost-effective manner.

● The ~~requirement~~research ~~that~~and wedevelopment ~~complete~~of ~~our initial business combination by May 3~~new, ~~2024~~technologically ~~may~~advanced ~~give~~products ~~potential~~is ~~targets~~a ~~leverage~~complex ~~over~~and usuncertain inprocess ~~negotiating~~requiring ahigh ~~business~~levels ~~combination~~of innovation and ~~may~~investment. ~~limit~~The ~~the~~success ~~time~~of wenew ~~have~~product inand ~~which~~service todevelopment ~~conduct~~depends ~~due diligence~~ on ~~potential~~many ~~business combination targets~~factors, inincluding ~~particular~~among ~~as we approach our dissolution deadline~~others, ~~which~~the ~~could~~following: ~~undermine~~the ~~our~~difficulties ~~ability~~and todelays ~~complete~~in ~~our~~the ~~initial~~development, ~~business~~production, ~~combination~~timely oncompletion, ~~terms~~testing ~~that~~and ~~would~~marketing ~~produce~~of ~~value~~products ~~for~~and ~~our stockholders.~~services;

● Ifthe wecost ~~do not complete our initial business combination, our public stockholders may receive only their pro rata portion~~ of the ~~funds~~products ~~in the trust account that are available for distribution to public stockholders,~~ and ~~our warrants will expire worthless.~~services;

● If the ~~net~~proper ~~proceeds~~identification of ~~our~~subscriber ~~initial~~needs ~~public offering~~ and ~~the~~subscriber ~~sale~~acceptance of ~~the~~products ~~private placement warrants not being held in the trust account are insufficient to allow us to operate until May 3, 2024, it could limit the amount available to fund our search for a target or targets~~ and ~~complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.~~services;

● ~~Subsequent~~the todevelopment ~~our completion~~ of ~~our initial business combination~~, weapproval ~~may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results~~ of ~~operations~~ and ~~the~~compliance ~~price~~with ofindustry ~~our securities.~~standards;

● Wethe ~~have~~amount ~~a material weakness in our internal control over financial reporting as~~ of ~~December~~resources ~~31, 2023. If~~ we ~~are~~must ~~unable~~devote to ~~develop~~the ~~and~~development ~~maintain an effective system~~ of ~~internal~~new ~~control~~technologies; ~~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.~~

● Wethe ~~face~~ability ~~risks related~~ to differentiate our ~~potential~~products ~~future~~and ~~acquisitions~~services and compete with other companies in the same markets.

●If Wethe ~~may~~new ~~seek~~technologies ~~acquisition~~on ~~opportunities~~which ~~with~~we anfocus ~~early~~our ~~stage~~research ~~company~~and development investments fail to achieve acceptance in the marketplace, our competitive position could be negatively impacted, causing a ~~financially~~reduction ~~unstable~~in ~~business~~our orrevenues anand ~~entity~~earnings. ~~lacking~~For anexample, ~~established~~our ~~record~~competitors could use proprietary technologies that are perceived by the market as being superior. In addition, delays in the delivery of ~~revenue~~components or ~~earnings,~~other ~~which~~unforeseen problems associated with our technology may occur that could ~~subject~~materially usand adversely affect our ability to ~~volatile~~generate ~~revenues~~revenue, oroffer ~~earnings~~new orproducts ~~difficulty~~and inservices ~~retaining~~and ~~key~~remain ~~personnel~~competitive. Furthermore, after we have incurred

● A market for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.

● The SEC has recently issued final rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete a business combination and may make it more difficult to complete a business combination.

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●substantial ~~Our~~costs, ~~ability~~one toor ~~successfully~~more ~~effect~~of ~~our~~the ~~initial~~products ~~business~~or ~~combination~~services ~~and~~under toour bedevelopment, ~~successful~~or ~~thereafter~~under ~~will~~development beby ~~dependent~~one ~~upon~~or ~~the~~more ~~efforts~~ of our ~~key~~strategic ~~personnel~~partners, ~~some of whom may join us following our initial business combination. The loss of key personnel~~ could ~~negatively~~become ~~impact~~obsolete ~~the~~prior ~~operations~~to ~~and~~it ~~profitability~~being ofwidely ~~our post-combination business~~adopted.

●If ~~Our~~our ~~executive~~products ~~officers~~and services are not competitive or perceived as not competitive, our business could suffer and ~~directors~~our ~~allocate~~financial ~~their~~performance ~~time~~could tobe ~~other~~negatively ~~businesses~~impacted. ~~thereby~~Our ~~causing~~products ~~conflicts~~and ofservices ~~interest~~may inalso ~~their~~experience ~~determination~~quality asproblems, toincluding, ~~how~~but ~~much~~not ~~time~~limited to, ~~devote~~outages toand ~~our~~service ~~affairs~~slowdowns, from time to time. ~~This~~If ~~conflict~~the quality of ~~interest~~our ~~could~~products ~~have~~and aservices ~~negative~~does ~~impact~~not onmeet our ~~ability~~subscribers’ toexpectations, ~~complete~~then our ~~initial~~ business, ~~combination~~and ultimately our reputation, could be negatively impacted.

●RED ~~Since~~Technologies ~~our~~relies ~~Sponsor,~~on ~~executive~~a ~~officers~~single ~~and~~vendor ~~directors~~or ~~will~~a ~~lose~~limited ~~their~~number ~~entire~~of ~~investment~~vendors into usprovide ifcertain ~~our~~key ~~initial~~products ~~business~~or ~~combination~~services isto ~~not~~us, ~~completed~~and ~~(other~~the ~~than~~inability ~~with~~of ~~respect~~these tokey ~~public~~vendors ~~shares~~to ~~they~~meet ~~may acquire after~~ our ~~initial~~needs ~~public~~could ~~offering),~~have a ~~conflict~~material ofadverse ~~interest~~effect ~~may~~on ~~arise in determining whether a particular business combination target is appropriate for~~ our ~~initial~~ business ~~combination~~.

●Historically, ~~The~~we ~~requirements~~have contracted with and rely on a single vendor or a limited number of ~~being~~vendors to provide certain key products or services to us in order to deliver services from our CBRS SAS and TVWS businesses. For example, our CBRS SAS business relies on Microsoft Azure to provide cloud computing services. If these vendors are unable to meet our needs because, among other things, they fail to perform adequately, are no longer in business, are experiencing shortages or supply chain issues or discontinue a ~~public~~certain ~~company~~product ~~may~~or ~~strain~~service we need, our ~~resources~~business, financial condition and ~~divert~~results ~~management’s~~of ~~attention~~operations may be adversely affected.

● We ~~are~~have aexperienced ~~blank~~in ~~check~~the ~~company~~past ~~with~~and nomay ~~operating~~continue ~~history~~to ~~and~~experience noshortages ~~revenues~~driven by raw material availability (which may be negatively impacted by, among other things, trade protection policies such as tariffs and ~~there~~or/escalating istrade notensions, ~~basis~~particularly onwith ~~which~~countries toin ~~evaluate~~Asia), ~~our~~manufacturing ~~ability~~capacity, tolabor ~~achieve~~shortages, ~~our~~industry allocations, natural disasters, logistical delays and significant changes in the financial or business ~~objective~~conditions of its suppliers that negatively impact our operations.

●While ~~Our~~alternative ~~independent~~sources ~~registered~~for ~~public~~these ~~accounting~~products ~~firm’s~~and ~~report~~services ~~contains~~exist, anwe ~~explanatory~~may ~~paragraph~~not ~~that~~be ~~expresses~~able ~~substantial~~to ~~doubt~~develop ~~about~~these alternative sources quickly and cost-effectively, or at all, which could materially impair our ability to ~~continue~~timely asdeliver aour ~~“going~~products ~~concern~~to our subscribers or operate our business.” Furthermore, our vendors may request changes in pricing, payment terms or other contractual obligations between the parties, which could require us to make substantial additional investments or find alternative arrangements.

● Our ~~search~~international ~~for~~businesses aexpose ~~business~~us ~~combination,~~to ~~and~~additional ~~any~~risks ~~target~~that ~~with~~could ~~which~~harm weour ~~ultimately consummate a~~ business ~~combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets~~.

●Our ~~Past~~Technology ~~performance~~& byCommunications ~~our~~business ~~management~~has ~~team~~international oroperations. ~~their~~In ~~affiliates~~addition to risks described elsewhere herein, ~~including~~the ~~investments~~different regions and ~~transactions~~countries in which ~~they~~we ~~have~~operate ~~participated~~our businesses outside of the U.S. expose us to increased risks due to different privacy and ~~businesses~~cyber-related ~~with~~laws ~~which~~in ~~they~~each of these locations. The same cyber-related issue could have ~~been~~different ~~associated~~consequences depending on, ~~may~~among ~~not~~other befactors, ~~indicative~~the region or country of ~~future~~occurrence, ~~performance~~the laws applicable in each case and the different levels of anenforcement ~~investment~~by regulatory and governmental authorities in useach jurisdiction. These risks include, but are not limited to, the following:

● ~~Provisions~~data inprivacy ~~our~~and ~~amended~~security ~~and~~concerns ~~restated~~relating ~~articles~~to ofour ~~incorporation~~technology and ~~Nevada~~practices ~~law~~could, ~~may~~among ~~inhibit~~other athings, ~~takeover~~damage ofour usreputation, ~~which~~cause ~~could~~us ~~limit the price investors might be willing~~ to ~~pay~~incur insignificant ~~the~~liability ~~future~~and ~~for~~deter ~~our~~current ~~shares of Class A common stock~~ and ~~could entrench management.~~potential

● ~~The~~users ~~other~~or ~~risks~~customers ~~and~~from ~~uncertainties~~using ~~discussed~~our ~~below~~products and ~~elsewhere in this report.~~services;

~~Risks~~● ~~Relating~~software tobugs or defects, security breaches and attacks on our ~~Search~~systems ~~for,~~could ~~Consummation~~result in the improper disclosure of, orour ~~Inability~~user todata ~~Consummate~~which could harm, aamong ~~Business~~other ~~Combination~~things, our business reputation and ~~Post-Business~~result ~~Combination~~in ~~Risks~~legal and/or government action;

~~There~~● isconcerns noabout ~~assurance~~our ~~when~~practices about the collection, use, disclosure or security of personal information or other data-privacy-related matters, even if ~~the~~unsubstantiated, ~~Business~~could ~~Combination~~harm ~~will~~our bereputation ~~completed.~~and financial condition;

On● March 10, 2024, we entered into a definitive purchase and sale agreement (the “Purchase Agreement”) with EchoStar Real Estate Holding L.L.C. (“Seller”), a subsidiary of EchoStar, which provides for our ~~purchase~~policies from the Seller of the 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 “Purchase Price” and ~~such~~practices ~~transaction,~~may ~~the~~change ~~“Transaction”).~~over The Transaction has been structured to qualify as an asset acquisition that will meet the requirements of a “Business Combination”, as that term is defined in our Amended and Restated Articles of Incorporation (as amended from time ~~to time, the “Articles”). Completion of the Transaction is subject to the satisfaction or waiver of a number of conditions~~ as ~~set~~expectations ~~forth~~regarding inprivacy ~~the Purchase Agreement, including, among others (i) the final form of the Seller Lease Agreement having been agreed~~ and ~~delivered~~data to the title policy provider; (ii) the Company having provided all holders of Class A Shares purchased in the Company’s initial public offering the opportunity to have such shares redeemed and the Company having irrevocably accepted for payment all such shares validly delivered to the Company for redemption and not validly withdrawn; and (iii) the Company having obtained a fairness opinion from an independent investment banking firm or from an independent accounting or valuation firm concluding that the purchase of the Property for the Purchase Price is fair to the Company from a financial point of viewchange. There can be no assurance that the conditions to completion of the Business Combination will be satisfied or waived. We may not be able to complete the Transaction by our completion date, May 3, 2024, as it may be further extended in accordance with the Articles, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

If RED Technologies is unable to grow, or we fail to manage RED Technologies’ growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately address competitive challenges.

Our future success depends to a large extent on our ability to manage our business as it continues to expand. If not managed effectively, this growth could result in the over-extension of our operating infrastructure, management systems and information

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~~Our~~technology ~~stockholders~~systems. ~~are~~Internal ~~expected~~controls ~~not~~and toprocedures bemay ~~afforded~~not anbe ~~opportunity~~adequate to ~~vote~~support onthis ~~our~~growth. ~~proposed~~Failure ~~initial~~to ~~business~~adequately ~~combination,~~manage ~~and~~our ~~even~~growth ifin weour ~~hold~~businesses amay ~~vote,~~cause ~~holders~~damage ofto our ~~founder~~brand ~~shares~~or ~~will~~otherwise ~~participate~~have ina ~~such~~material ~~vote,~~adverse ~~which~~effect ~~means~~on ~~we may complete~~ our ~~initial~~ business, ~~combination~~financial ~~even~~condition ~~though~~and aresults ~~majority~~ of ~~our public stockholders do not support such a combination~~operations.

WeRisks ~~have~~Related ~~chosen not~~ to hold a stockholder vote to approve the Transaction. Even if we were unable to consummate the Transaction and instead sought another business combination opportunity, except as required by applicable law or stock exchange requirement, the decision as to whether we will seek stockholder approval of such a business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, is solely in our ~~discretion,~~Infrastructure ~~and~~& ~~will~~Real beEstate based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Even if we were to seek stockholder approval, the holders of our founder shares would participate in the vote on such approval. Accordingly, we may complete our initial business combination even if a majority of our public stockholders do not approve of the business combination we complete.Business

~~Your~~Our ~~opportunity~~real toestate ~~affect~~operations ~~the~~depend ~~investment~~on ~~decision regarding~~ a ~~potential~~single ~~business~~tenant ~~combination~~for ~~may~~substantially beall ~~limited to the exercise of your right to redeem your shares from us for cash~~revenues.

~~Since~~We ~~our~~depend ~~board~~on affiliates of ~~directors~~EchoStar, ~~may~~which ~~complete~~is acontrolled ~~business~~by ~~combination~~Mr. ~~without~~Ergen, ~~seeking~~for ~~stockholder~~substantially ~~approval,~~all ~~public~~of ~~stockholders~~our ~~may~~revenues ~~not~~deriving ~~have~~from ~~the~~our ~~right~~real estate operations. The inability or ~~opportunity~~other tofailure ~~vote~~of onSeller ~~the~~or ~~business~~DISH, ~~combination~~as guarantor, ~~unless~~under wethe ~~seek~~Seller ~~such~~Lease ~~stockholder~~Agreement ~~vote.~~to ~~Even~~meet ifits weobligations ~~seek~~to ~~such~~us ~~stockholder~~would ~~approval,~~materially reduce our ~~Sponsor~~liquidity, ~~will~~cash beflow, ~~able~~net tooperating ~~approve~~income anand ~~initial~~results ~~business~~of ~~combination~~operations, ~~without~~which ~~the~~would ~~support~~in ofturn ~~public~~cause ~~shareholders.~~our ~~Accordingly,~~stock ~~your~~price ~~opportunity~~ to ~~affect~~decline ~~the~~and ~~investment~~have ~~decision~~other ~~regarding~~materially ~~our~~adverse ~~initial~~effects ~~business~~on ~~combination~~our ~~will~~business, beresults ~~limited~~of tooperations ~~exercising~~and ~~your~~financial ~~redemption rights~~condition.

IfThe weloss ~~seek stockholder approval~~ of ~~our~~Seller ~~initial~~as ~~business~~a ~~combination,~~tenant ~~our~~or ~~initial~~Seller’s ~~stockholders~~inability ~~and~~to ~~management~~pay ~~team~~rent ~~have~~could ~~agreed~~materially toand ~~vote~~adversely inaffect ~~favor~~our ~~of such initial~~ business ~~combination~~, ~~regardless~~financial ofcondition ~~how~~and ~~our~~results ~~public~~of ~~stockholders vote~~operations.

~~Our~~Tenants ~~Sponsor~~that ~~owns~~fail ~~approximately~~to ~~89.9%~~comply ofwith ~~our~~federal, ~~outstanding~~state ~~common stock. Our initial stockholders~~ and ~~management~~local ~~team~~laws ~~may from time to time purchase Class A common stock prior to our initial business combination. Our amended~~ and ~~restated articles of incorporation provide that~~regulations, ifincluding ~~we seek stockholder approval of an initial business combination~~licensure, ~~such~~certification ~~initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the founder shares~~ and ~~Independent~~inspection ~~Director Shares. As a result~~requirements, ~~our~~may ~~Sponsor~~cease ~~would~~to ~~have~~operate ~~the~~or ~~ability~~be ~~approve~~unable ~~any~~to ~~initial~~meet ~~business~~their ~~combination~~financial ~~without the participation of public shareholders. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders, independent directors~~ and ~~management~~other ~~team~~contractual toobligations ~~vote in favor of our initial business combination will allow us~~ to ~~obtain the requisite stockholder approval for such initial business combination~~us.

~~Our~~Seller ~~Sponsor~~and ~~currently~~any ~~owns~~other afuture ~~majority~~tenants ~~of,~~are and ~~possesses~~may ~~controlling~~be ~~voting~~subject ~~power~~to ~~with~~or ~~respect~~impacted toby extensive, ~~our~~frequently ~~outstanding~~changing ~~common stock~~federal, ~~which~~state ~~will~~and ~~limit~~local ~~public~~laws ~~stockholders’~~and ~~influence~~regulations. onThese ~~corporate~~laws ~~matters.~~and ~~Additionally~~regulations include, ~~Sponsor~~among ~~has~~others, ~~agreed~~laws toprotecting ~~vote~~consumers inagainst ~~favor~~deceptive practices; laws relating to the operation of the Property and how our tenants conduct their business, ~~combination~~such as fire, ~~regardless~~health and safety and privacy laws; resident rights laws (including abuse and neglect laws) and fraud laws; the Americans with Disabilities Act of ~~how~~1990, ~~public~~as ~~stockholders~~amended, ~~vote~~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 ~~Sponsor~~tenants’ ~~owns~~failure ~~and is entitled~~ to ~~vote~~comply anwith ~~aggregate~~any of ~~approximately~~these ~~89.9%~~laws, ofregulations ~~our~~or ~~outstanding~~requirements ~~common~~could ~~stock,~~result ~~which~~in ~~represents~~loss ~~a majority~~ of ~~outstanding common stock. As such~~accreditation, ~~our~~denial ~~Sponsor has the ability to outright control our affairs through the election and removal~~ of ~~the~~reimbursement, ~~entire~~imposition ~~board~~ of ~~directors~~fines, ~~and~~suspension ~~all~~or ~~other~~decertification ~~matters~~from ~~requiring~~government ~~stockholder~~healthcare ~~approval~~programs, ~~including~~loss aof ~~future~~license ~~business combination, merger~~ or ~~consolidation~~closure of the ~~company,~~facility and/or athe ~~sale~~incurrence of ~~all~~considerable orcosts ~~substantially~~arising ~~all of our assets. This concentrated control limits our public float and could discourage others~~ from ~~initiating~~an ~~any~~investigation ~~such potential merger, consolidation~~ or ~~sale~~regulatory ~~or other change-of-control transaction that may otherwise be beneficial to our stockholders. Furthermore~~action, ~~this~~which ~~concentrated~~would ~~control~~have ~~will~~an ~~limit~~adverse ~~the practical~~ effect ofon ~~your~~the ~~participation~~Property, inand ~~corporate~~therefore ~~matters,~~would ~~through~~materially ~~stockholder~~adversely ~~votes~~impact ~~and otherwise~~us.

InIf addition, our Sponsor has agreed to vote its shares in favor of an initial business combination. These shares are sufficient to approve an initial business combination and all other proposals being presented at the relevant meeting. Accordingly, if and when we ~~present~~must anreplace ~~initial~~Seller ~~business~~as ~~to our stockholders for~~ a ~~vote~~tenant, we ~~expect~~might to be ~~able~~unable to ~~obtain~~reposition the ~~necessary~~Property ~~stockholder~~on ~~approval~~as ~~for~~favorable ~~such business combination and other proposals~~terms, ~~even~~or ifat ~~our public stockholders vote against the business combination and such proposals~~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 real estate 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.

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~~The~~We ~~ability~~have oflimited ~~our~~experience ~~public~~in ~~stockholders~~operating tocommercial ~~exercise~~real ~~redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure~~estate.

We dohave ~~not~~limited ~~know~~experience ~~how~~operating ~~many~~commercial ~~stockholders~~real ~~may~~estate ~~exercise~~property. ~~their~~Our ~~redemption~~management ~~rights~~may innot ~~connection~~be ~~with~~fully ~~our~~aware ~~initial business combination, and therefore will need to structure the transaction based on our expectations as to the number~~ of ~~shares~~many ~~that will be submitted for redemption. If a larger number~~ of ~~shares is submitted for redemption than we initially expected, we may need to restructure~~ the ~~transaction~~specific torequirements ~~reserve a greater portion~~ of ~~the~~operating ~~cash in~~ the ~~trust account or arrange for third party financing~~Property. ~~Raising~~Our ~~additional~~operations, ~~third~~earnings ~~party~~and ~~financing~~ultimate ~~may~~financial ~~involve~~success ~~dilutive~~could ~~equity~~suffer ~~issuances~~due orto ~~the~~this ~~incurrence~~lack of ~~indebtedness~~experience. atAs ~~higher~~a ~~than desirable levels. Furthermore~~result, ~~this~~we ~~dilution~~ would ~~increase~~be tosubject ~~the extent that the anti-dilution provision of the Class B common stock results in the issuance of shares of Class A common stock on a greater than one-~~to~~-one~~ ~~basis~~all ~~upon conversion~~ of the ~~shares~~risks ofassociated ~~Class~~with Boperating ~~common~~commercial ~~stock~~real atestate ~~the~~property ~~time~~and ofadditionally ~~our initial business combination. In addition,~~ the ~~amount~~risks ofassociated ~~the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection~~ with ana ~~initial~~new business ~~combination.~~model, ~~The~~which ~~per~~could ~~share~~materially ~~amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission~~ and ~~after~~adversely ~~such~~affect ~~redemptions, the amount held in trust will continue to reflect~~ our ~~obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable~~ business ~~combination available to us or optimize our capital structure~~.

~~The~~Risks ~~ability~~Related ~~of our public stockholders~~ to ~~exercise redemption rights with respect to a large number of~~ our ~~shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.~~Securities

IfOur ~~our~~securities ~~initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to~~ have abeen ~~minimum~~delisted ~~amount~~from ~~of cash at closing~~Nasdaq, ~~the~~which ~~probability~~has ~~that~~limited ~~our~~and initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may ~~trade~~continue ~~at a discount~~ to ~~the~~limit ~~pro~~investors’ ~~rata~~ability amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to ~~sell~~make ~~your~~transactions ~~shares~~ in ~~the~~our ~~open market~~securities.

~~The~~As ~~requirement~~previously ~~that~~disclosed, wethe ~~complete~~trading ~~our~~of ~~initial~~the ~~business~~Company’s ~~combination~~securities byon the Nasdaq was suspended at the open of trading on May 36, 2024. ~~may~~On ~~give~~July ~~potential~~19, ~~targets~~2024, ~~leverage~~Nasdaq ~~over~~filed usa inForm ~~negotiating~~25 awith ~~business~~the ~~combination~~Securities and ~~may~~Exchange ~~limit~~Commission ~~the~~to ~~time~~delist wethe ~~have~~Company’s insecurities ~~which~~from toNasdaq. ~~conduct~~The ~~due~~delisting ~~diligence~~became effective on ~~potential~~July ~~business combination targets~~29, in2024. ~~particular~~As asof wethe ~~approach~~date ~~our~~of ~~dissolution~~this ~~deadline~~Annual Report, ~~which~~the ~~could~~Company’s ~~undermine~~Class ~~our~~A ~~ability~~Common toStock ~~complete~~and ~~our~~public ~~initial~~warrants ~~business~~(the ~~combination~~“Public Warrants”) are traded on ~~terms~~the ~~that~~over-the-counter ~~would~~market ~~produce~~under ~~value~~the ~~for~~symbol ~~our~~“CNXX” ~~stockholders~~and “CNXXW,” respectively.

IfWe weface ~~were~~adverse ~~unable~~consequences toas ~~consummate~~a ~~the~~result ~~Transaction~~of ~~and~~our ~~instead~~securities ~~sought~~not ~~another~~being ~~business~~listed ~~combination~~on ~~opportunity~~a national securities exchange, ~~any~~including ~~potential~~(i) ~~target~~a ~~with~~limited ~~which~~availability weof ~~enter~~market ~~into~~quotations ~~negotiations~~for ~~concerning~~our asecurities, ~~business~~(ii) ~~combination~~reduced ~~will~~liquidity befor ~~aware~~our ~~that~~securities, we(iii) ~~must~~a ~~complete~~determination that our ~~initial~~Class ~~business~~A ~~combination~~Common byStock ~~May~~is 3,a ~~2024.~~“penny ~~Consequently,~~stock” ~~such~~which ~~target~~will ~~may~~require ~~obtain~~brokers ~~leverage~~trading ~~over~~in usour inClass ~~negotiating~~A aCommon ~~business~~Stock ~~combination,~~to ~~knowing~~adhere ~~that~~to ifmore westringent dorules ~~not~~and ~~complete~~possibly ~~our~~result ~~initial~~in ~~business~~a ~~combination~~reduced ~~with~~level ~~that~~of ~~particular~~trading ~~target,~~activity wein ~~may~~the besecondary ~~unable~~trading tomarket ~~complete~~for our ~~initial~~securities, ~~business~~(iv) ~~combination~~a ~~with~~limited ~~any~~amount ~~target.~~of ~~This~~news ~~risk~~and ~~will~~analyst ~~increase~~coverage, asif weany, ~~get~~in ~~closer to~~ the ~~timeframe~~future; ~~described~~(v) ~~above.~~a Indecreased ~~addition,~~ability weto ~~may~~issue ~~have~~additional ~~limited~~securities ~~time~~or tootherwise ~~conduct~~obtain ~~due~~additional ~~diligence~~financing ~~and~~in ~~may~~the ~~enter~~future; ~~into~~and ~~our~~(vi) ~~initial~~a ~~business~~decreased ~~combination~~ability onof ~~terms~~our ~~that~~securityholders weto ~~would~~sell ~~have~~their ~~rejected~~securities ~~upon~~in acertain ~~more comprehensive investigation~~states.

WeAn ~~may~~active ~~not~~trading bemarket ~~able~~for ~~to complete~~ our ~~initial~~securities ~~business~~may ~~combination~~never bydevelop ~~May~~and 3,investors ~~2024,~~may infind ~~which~~it ~~case~~difficult weto ~~would~~buy ~~cease~~and ~~all~~sell ~~operations~~our ~~except~~shares, ~~for~~which ~~the~~would ~~purpose~~further ofadversely ~~winding~~affect upthe liquidity and weprice ~~would~~of ~~redeem~~ our ~~public shares and liquidate~~securities.

WeAlthough ~~may~~our ~~not~~Class beA ~~able~~Common toStock ~~complete~~is ~~our~~quoted ~~initial~~on ~~business~~the ~~combination~~over-the-counter market, ~~including~~such ~~the~~market ~~Transaction~~is an unorganized, byinterdealer ~~May~~market 3,which ~~2024.~~provides ~~Our~~significantly ~~ability~~less toliquidity ~~complete~~than ~~our~~the ~~initial~~Nasdaq ~~business~~or ~~combination~~other ~~may~~national besecurities ~~negatively~~exchange. ~~impacted~~Securities bytraded ~~general~~on the over-the-counter market ~~conditions,~~are ~~volatility~~usually inthinly ~~the~~traded, ~~capital~~highly ~~and~~volatile, ~~debt~~have ~~markets~~fewer market makers and ~~the~~are ~~other~~not ~~risks~~followed ~~described~~by ~~herein~~analysts. ~~Other~~Any ~~than~~significant trading volume in ~~connection~~our ~~with~~common astock ~~redemption~~may ~~offer~~not orbe ~~liquidation,~~sustained. ~~our~~These ~~stockholders~~factors may behave ~~unable~~an toadverse ~~recover~~impact ~~their~~on ~~investment~~the ~~except~~trading ~~through~~and ~~sales~~price of our ~~shares~~Class onA ~~the~~Common ~~open~~Stock. ~~market~~See Item 1A.Risk ~~The~~Factors, ~~price~~“Our ofsecurities ~~our~~have ~~shares~~been ~~may~~delisted befrom ~~volatile~~Nasdaq, ~~and~~which ~~there~~has ~~can~~limited beand nomay ~~assurance~~continue ~~that~~to ~~stockholders~~limit ~~will~~investors’ beability ~~able~~ to ~~dispose~~make oftransactions in our ~~shares~~securities” atabove ~~favorable~~for ~~prices,~~further ~~or at all~~discussion.

IfThe wemarket ~~have~~price ~~not~~of ~~completed~~ our ~~initial~~securities ~~business~~may ~~combination~~decline byand ~~such~~investors ~~date,~~may weexperience ~~will:~~a ~~(i)~~loss ~~cease all operations except for the purpose of winding up, (ii)~~ as ~~promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at~~ a ~~per-share~~result ~~price,~~of ~~payable~~decreasing inmarket ~~cash, equal to the aggregate amount then on deposit in the trust account, including interest (less amounts~~ 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.

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Table of Contents

~~released~~In tothe uspast, tosecurities ~~pay~~class ~~our~~action ~~taxes~~litigation ~~and~~has upoften tobeen ~~$100,000~~initiated ofagainst ~~interest~~companies tofollowing ~~pay~~periods ~~dissolution expenses), divided by the number~~ of ~~then~~volatility ~~outstanding~~in ~~public~~their ~~shares,~~stock ~~which~~price. ~~redemption~~This ~~will~~type ~~completely~~of ~~extinguish~~litigation ~~public~~could ~~stockholders’~~result ~~rights~~in assubstantial ~~stockholders~~costs ~~(including the right to receive further liquidating distributions, if any),~~ and ~~(iii)~~divert ~~as promptly as reasonably possible following such redemption, subject to the approval of~~ our ~~remaining~~management’s ~~stockholders~~attention and ~~our board of directors~~resources, ~~liquidate~~ and ~~dissolve,~~could ~~subject~~also inrequire ~~each~~us ~~case,~~ to ~~our~~make ~~obligations~~substantial ~~under~~payments ~~Nevada law~~ to ~~provide~~satisfy ~~for~~judgments ~~claims~~or ofto ~~creditors~~settle ~~and the requirements of other applicable law~~litigation.

IfWe have a ~~stockholder~~limited ~~fails~~number ~~to receive notice~~ of ~~our offer to redeem our public~~ shares inof ~~connection~~Class ~~with~~A ~~our~~Common ~~initial~~Stock ~~business combination~~outstanding, or99.3% ~~fails~~of towhich ~~comply~~is ~~with~~held ~~the~~by ~~procedures~~nXgen, ~~for~~which ~~tendering~~could ~~its~~result ~~shares,~~in ~~such~~continued ~~shares~~volatility ~~may~~of ~~not~~our bestock ~~redeemed~~price.

WeThere ~~will~~has ~~comply~~been ~~with~~volatility ~~the proxy rules or tender offer rules, as applicable, when conducting redemptions~~ in ~~connection with our initial business combination, including~~ the ~~Transaction.~~price ~~Despite~~of our ~~compliance~~Class ~~with~~A ~~these~~Common ~~rules,~~Stock. ifAs a ~~stockholder~~result ~~fails~~of tothe ~~receive~~Company’s ~~our~~limited ~~proxy~~public ~~materials~~float, orour ~~tender~~Class ~~offer~~A ~~documents,~~Common asStock ~~applicable,~~is ~~such~~less ~~stockholder~~liquid ~~may~~than ~~not~~the ~~become~~stock ~~aware~~ of ~~the~~companies ~~opportunity~~with tobroader ~~redeem~~public ~~its shares~~ownership. InAmong ~~addition,~~other ~~proxy materials or tender offer documents~~things, astrading ~~applicable,~~of ~~that~~a werelatively ~~will~~small ~~furnish~~volume ~~to holders~~ of ~~our~~the ~~public~~Company’s ~~shares~~Class inA ~~connection~~Common ~~with~~Stock ~~our~~may ~~initial~~have ~~business~~a ~~combination~~greater ~~will~~impact ~~describe~~on the ~~various~~trading ~~procedures~~price ~~that~~for ~~must~~the beCompany’s ~~complied~~shares ~~with~~than inwould ~~order~~be tothe ~~validly~~case ~~tender~~if orthe ~~submit~~Company’s public ~~shares~~float ~~for~~were ~~redemption~~larger. ~~For~~The ~~example, we intend to require our~~ public ~~stockholders~~price ~~seeking~~of tothe ~~exercise~~Company’s ~~their~~Class ~~redemption~~A ~~rights,~~Common ~~whether~~Stock ~~they~~has ~~are~~in ~~record~~the ~~holders~~past orfluctuated ~~hold~~substantially ~~their shares in “street name~~and,” due to, at the ~~holder’s~~current ~~option,~~concentration ~~either~~of ~~deliver their stock certificates to our transfer agent~~stockholders, orthe totrading ~~deliver~~price ~~their~~of ~~shares~~the toClass ~~our~~A ~~transfer~~Common ~~agent~~Stock ~~electronically~~may ~~prior~~continue to ~~the~~do ~~date~~so ~~set forth~~ in the ~~proxy materials or tender offer documents, as applicable~~future. InSuch ~~the~~volatility ~~case of proxy materials, this date~~ may be upunrelated to ~~two~~our ~~business~~actual ~~days~~or ~~prior~~expected tooperating ~~the~~performance ~~vote~~and onfinancial ~~the~~condition ~~proposal~~or ~~to approve the initial business combination. In addition~~prospects, ifmaking weit ~~conduct~~difficult ~~redemptions~~for inprospective ~~connection~~investors ~~with a stockholder vote, we intend~~ to ~~require~~assess athe ~~public~~potentially ~~stockholder~~rapidly ~~seeking~~changing ~~redemption~~value of ~~its~~our ~~public~~Class ~~shares~~A toCommon ~~also~~Stock. ~~submit~~Because awe ~~written~~have ~~request~~no ~~for~~current ~~redemption~~plans to ~~our~~pay ~~transfer~~cash ~~agent~~dividends ~~two~~on ~~business~~our ~~days~~Class ~~prior~~A toCommon ~~the~~Stock, ~~vote~~investors inmay ~~which~~not ~~the~~receive ~~name~~any ofreturn ~~the~~on ~~beneficial~~investment ~~owner~~unless ofthey ~~such~~sell ~~shares~~their isClass ~~included.~~A InCommon ~~the~~Stock ~~event~~for ~~that~~ a ~~stockholder~~price ~~fails~~greater tothan ~~comply~~that ~~with~~which ~~these~~they orpaid ~~any~~for ~~other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed~~it.

~~You~~We ~~will~~have ~~not~~no ~~have~~current ~~any~~plans ~~rights~~to orpay ~~interests~~cash individends ~~funds~~on ~~from~~our Class A Common Stock. The declaration, amount and payment of any future dividends will be at the ~~trust~~sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, ~~except~~our ~~under~~financial ~~certain~~condition ~~limited~~and ~~circumstances.~~operating ~~Therefore~~results, toour ~~liquidate~~available ~~your~~cash, ~~investment~~current and anticipated cash needs, ~~you~~capital ~~may~~requirements, becontractual, ~~forced~~legal, totax ~~sell~~and ~~your~~regulatory ~~public~~restrictions, ~~shares~~implications on the payment of dividends by us to our stockholders or ~~warrants~~by our subsidiary to us and such other factors as our board of directors may deem relevant. Accordingly, ~~potentially~~we atmay anot ~~loss~~pay any dividends on our Class A Common Stock in the foreseeable future.

~~Our~~We ~~public~~may ~~stockholders~~elect ~~will be entitled~~ to ~~receive~~redeem ~~funds from the trust account only upon the earlier to occur of: (i)~~ our ~~completion~~Series ~~of an initial business combination, and then only in connection with those shares of Class~~ A ~~common~~Convertible ~~stock~~Preferred ~~that such stockholder properly elected to redeem~~Stock, ~~subject~~par tovalue ~~the~~$0.0001 ~~limitations~~per ~~described~~share ~~herein,~~ (~~ii)~~ the ~~redemption~~“Preferred ofStock”) ~~any~~at ~~public shares properly tendered in connection with~~ a ~~stockholder~~price ~~vote~~equal to ~~amend~~$11.50 ~~our~~per amended and restated articles of incorporation to modify the substance or timing of the ability of public stockholders to seek redemption in connection with an initial business combination or our obligation to redeem 100% of our public shares if we do not complete our initial business combination by May 3share, ~~2024 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity,~~ and ~~(iii) the redemption of our public shares if we do not complete an initial business combination by May 3~~, ~~2024, subject to applicable law and as further described herein. In addition,~~ if ~~our~~the ~~plan~~Preferred toStock ~~redeem~~has ~~our public shares if we do~~ not ~~complete~~been anconverted ~~initial business combination~~ by May 31, ~~2024 is not completed for any reason~~2029, ~~compliance with Nevada law may require that~~ we ~~submit~~will abe ~~plan~~required ~~of dissolution~~ to ~~our~~redeem ~~then-existing~~each ~~stockholders~~share ~~for approval prior to the distribution~~ of ~~the~~Preferred ~~proceeds~~Stock ~~held~~ in ~~the~~cash ~~trust~~at ~~account. In that case, public stockholders may be forced to wait beyond May 3, 2024 before they receive funds from the trust account. In no other circumstances will~~ a ~~public~~price ~~stockholder~~equal ~~have any right or interest of any kind in the trust account. Holders of warrants will not have any right~~ to ~~the proceeds held in the trust account with respect to the warrants~~$11.50 ~~Accordingly,~~per ~~to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss~~share.

IfWe wehave ~~seek~~incurred ~~stockholder~~significant ~~approval~~transaction costs, including expenses of approximately $3.5 million as of December 31, 2024, in connection with the completion of our ~~initial~~Business ~~business~~Combination, ~~combination~~and expect to incur additional expenses to fund our operations and in connection with the implementation of our business plan. Accordingly, we dodepend ~~not~~primarily ~~conduct~~on ~~redemptions~~the ~~pursuant~~proceeds from the Equity Forward Transaction (as defined below) to finance our operations. At any time and from time to time following the ~~tender~~issuance ~~offer~~of ~~rules~~the Preferred Stock, ~~and~~we ifmay ~~you~~redeem the Preferred Stock in whole or in part, at our option, at a ~~“group”~~price ofequal ~~stockholders~~to ~~are~~$11.50 ~~deemed~~per share. Additionally, if the Preferred Stock has not been converted by May 1, 2029, we will be required to ~~hold~~redeem ineach ~~excess~~share of ~~15%~~Preferred ofStock 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 ~~Class~~liquidity Aand ~~common~~reduce ~~stock~~the amount of cash available for working capital, ~~you~~capital ~~will~~expenditures, ~~lose~~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 ~~ability~~time we are required to redeem ~~all~~the Preferred Stock, we may be unable to pay the redemption price. In such ~~shares~~a incase, ~~excess~~we ofmay ~~15%~~be ofrequired ~~our~~to ~~Class~~declare Abankruptcy ~~common~~and ~~stock~~liquidate, which could result in the loss of your entire investment.

IfOur wewarrants ~~were~~are ~~unable~~exercisable tofor ~~consummate~~shares ~~the Transaction and instead sought stockholder approval~~ of anClass ~~initial~~A ~~business~~Common ~~combination~~Stock, ~~with~~which ~~another~~exercises ~~target~~will ~~and~~increase ~~we did not conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender~~number ~~offer rules, our amended and restated articles~~ of ~~incorporation~~shares ~~provide that a public stockholder, together with any affiliate~~ of ~~such~~Class ~~stockholder~~A orCommon ~~any~~Stock ~~other~~eligible ~~person~~for ~~with~~future ~~whom~~resale ~~such stockholder is acting~~ in ~~concert or as a “group” (as defined under Section 13 of~~ the ~~Exchange~~public ~~Act),~~market ~~would~~and beresult ~~restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold~~ in ~~our~~dilution ~~initial public offering without our prior consent, which we refer~~ to ~~as the “Excess Shares.” However, we will not restrict~~ our ~~stockholders’~~existing ~~ability to vote all of their shares (including Excess Shares) for or against our initial business combination~~stockholders. ~~Your inability~~

The outstanding warrants to purchase an aggregate of 30,083,285 shares of Class A Common Stock, consisting of the Public Warrants and the 11,333,333 warrants originally issued in a private placement in connection with the initial public offering of the Commpany (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) became 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.

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Table of Contents

toOn ~~redeem~~December ~~the~~31, ~~Excess~~2024, ~~Shares~~the ~~will~~closing ~~reduce~~price ~~your~~on ~~influence~~the over-the-counter ~~our~~market ~~ability~~for ~~to complete~~ our ~~initial~~Class ~~business~~A ~~combination~~Common ~~and~~Stock ~~you~~was ~~could~~$1.46. ~~suffer~~If athe ~~material~~price ~~loss~~of onour ~~your~~Class ~~investment~~A inCommon usStock ifremains ~~you~~below ~~sell~~$11.50 ~~Excess~~per ~~Shares~~share inwe ~~open~~believe ~~market~~warrant ~~transactions.~~holders ~~Additionally, you~~ will ~~not~~be ~~receive~~unlikely ~~redemption~~to ~~distributions~~cash ~~with~~exercise ~~respect~~their toWarrants, ~~the~~resulting ~~Excess~~in ~~Shares~~little ifor weno ~~complete~~cash ~~our~~proceeds ~~initial~~to ~~business combination~~us. ~~And~~There asis ano ~~result,~~guarantee ~~you would continue to hold~~ that ~~number~~the ofWarrants ~~shares~~will ~~exceeding~~ever ~~15% and, in order to dispose of such shares, would~~ be ~~required to sell your shares~~ in ~~open~~the ~~market transactions~~money, ~~potentially~~and atthey amay ~~loss~~expire worthless.

~~Because~~Furthermore, ofwe ~~our~~may ~~limited~~amend ~~resources and~~ the ~~significant~~terms ~~competition~~of ~~for~~the ~~business~~Warrants ~~combination~~in ~~opportunities,~~a itmanner that may be ~~more~~adverse ~~difficult~~to ~~for~~holders usof toWarrants ~~complete~~with ~~our~~the ~~initial~~approval ~~business~~of ~~combination.~~at Ifleast we50% doof ~~not~~the ~~complete~~holders ~~our~~of ~~initial~~the ~~business~~Warrants ~~combination,~~then ~~our~~outstanding. ~~public~~As ~~stockholders~~a ~~may~~result, ~~receive~~the ~~only~~exercise ~~their~~price ~~pro rata~~of ~~portion~~the ofWarrants could be increased, the ~~funds~~exercise inperiod could be shortened and the ~~trust~~number ~~account~~of ~~that~~shares ~~are~~of ~~available~~common ~~for~~stock ~~distribution~~purchasable toupon ~~public~~exercise ~~stockholders~~of a Warrant could be decreased, ~~and~~all ~~our~~without ~~warrants~~approval ~~will~~of ~~expire~~all ~~worthless~~affected holders of Warrants.

We ~~have encountered and expect to continue to encounter competition from other entities having a business objective similar to ours, including private investors (which~~ may beredeem ~~individuals~~your orunexpired investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources are relatively limited when contrasted with those of many of these competitors. While we believe there are numerous targets we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, ~~our~~prior ~~ability~~ to compete with respect to the acquisition of certain targets that are sizable are limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain targets. Furthermore, we are obligated to offer holders of our public shares the right to redeem their ~~shares~~exercise ~~for cash~~ at ~~the~~a time ~~of our initial business combination in conjunction with a stockholder vote or via a tender offer. Target companies will be aware~~ that ~~this~~is ~~may~~disadvantageous ~~reduce the resources available~~ to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we do not complete our initial business combinationyou, ~~our~~thereby ~~public~~making ~~stockholders~~your ~~may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our~~ warrants ~~will expire~~ worthless.

IfWe have the ~~net~~ability ~~proceeds~~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 ~~initial~~Class ~~public~~A ~~offering~~Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the ~~sale~~like) offor any 20 trading days within a 30 trading-day period ending on the ~~private~~third ~~placement~~trading ~~warrants~~day ~~not~~prior ~~being~~to ~~held~~the indate we give notice of redemption to the ~~trust~~Public ~~account~~Warrant holders and provided certain other conditions are ~~insufficient~~met. toIf ~~allow~~and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to ~~operate~~register ~~until~~or ~~May~~qualify 3,the ~~2024~~underlying securities for sale under all applicable state securities laws. As a result, itwe ~~could~~may ~~limit~~redeem the ~~amount~~Public ~~available~~Warrants as set forth above even if the holders are otherwise unable to ~~fund~~exercise ~~our~~the ~~search~~Public ~~for~~Warrants. aRedemption ~~target~~of orthe ~~targets~~outstanding ~~and~~warrants ~~complete~~could ~~our~~force ~~initial~~you ~~business~~to ~~combination,~~(i) exercise your Public Warrants and wepay ~~will~~the ~~depend~~exercise onprice ~~loans~~therefor ~~from~~at ~~our~~a ~~Sponsor~~time when it may be disadvantageous for you to do so, ~~management~~(ii) ~~team~~sell oryour ~~third~~Public ~~parties~~Warrants at the then-current market price when you might otherwise wish to ~~fund~~hold ~~our~~your ~~search~~Public ~~and~~Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to ~~complete~~be ~~our~~substantially ~~initial~~less ~~business~~than ~~combination~~the market value of your Public Warrants.

OfIn addition, we have the ~~net~~ability ~~proceeds~~to ofredeem ~~our~~the ~~initial~~outstanding ~~public~~Public ~~offering,~~Warrants ~~only~~at ~~$8,162~~any ~~(as~~time ofafter ~~December~~they ~~31,~~become ~~2023)~~exercisable isand ~~available~~prior to ustheir ~~outside~~expiration, ~~the~~at ~~trust~~a ~~account~~price toof ~~fund~~$0.10 ~~our~~per ~~working~~Public ~~capital~~Warrant ~~requirements~~upon ~~and~~a ~~pay~~minimum ~~our~~of ~~taxes.~~30 Wedays’ ~~cannot~~prior ~~assure~~written ~~you~~notice of redemption provided that ~~funds~~the ~~available~~closing toprice usof ~~outside~~our ~~the~~shares ~~trust~~of ~~account~~Class ~~are~~A ~~sufficient~~Common toStock ~~allow~~equals usor toexceeds ~~operate~~$10.00 ~~until~~per ~~May~~share 3(as adjusted for stock splits, ~~2024.~~stock Ofcapitalizations, reorganizations, recapitalizations and the ~~funds~~like) ~~available~~for toany ~~us,~~20 wetrading ~~could~~days ~~use~~within a ~~portion~~30-trading ofday ~~the~~period ~~funds~~ending ~~available~~on tothe usthird totrading ~~pay~~day ~~fees~~prior to ~~consultants~~proper tonotice ~~assist~~of ussuch ~~with~~redemption ~~our~~and ~~search~~provided ~~for~~that acertain ~~target.~~other Weconditions ~~could~~are ~~also~~met, ~~use~~including athat ~~portion~~holders ofwill ~~the~~be ~~funds~~able asto aexercise ~~down~~their ~~payment~~Public orWarrants, tobut ~~fund~~only on a ~~“no-shop”~~cashless ~~provision~~basis, (prior to redemption for a ~~provision~~number inof ~~letters~~shares of ~~intent~~Class orA ~~merger~~Common ~~agreements~~Stock ~~designed~~determined tobased ~~keep~~on ~~targets~~the ~~from~~redemption ~~“shopping”~~date ~~around~~and ~~for~~the ~~transactions~~fair ~~with~~market ~~other~~value ~~companies~~of orour ~~investors~~shares onof ~~terms~~Class ~~more~~A ~~favorable~~Common toStock. ~~such~~The ~~targets)~~value ~~with~~received ~~respect~~upon toexercise aof ~~particular~~the ~~proposed~~Public ~~business~~Warrants ~~combination,~~(i) ~~although~~may webe doless ~~not~~than ~~have~~the ~~any~~value ~~current~~the ~~intention~~holders towould dohave ~~so.~~received Ifif wethey ~~entered~~had ~~into~~exercised atheir ~~letter~~Public ofWarrants ~~intent~~at ora ~~merger~~later ~~agreement~~time where wethe ~~paid~~underlying ~~for~~share ~~the~~price ~~right~~is tohigher ~~receive~~and ~~exclusivity~~(ii) ~~from~~may anot ~~target~~compensate ~~and~~the ~~were~~holders ~~subsequently~~for ~~required~~the tovalue ~~forfeit~~of ~~such~~the ~~funds~~Public ~~(whether~~Warrants, asincluding abecause ~~result~~the number of ~~our~~shares ~~breach~~received oris ~~otherwise),~~capped weat ~~might~~0.361 ~~not~~shares ~~have~~of ~~sufficient~~Class ~~funds~~A toCommon ~~continue~~Stock ~~searching~~per ~~for,~~Public orWarrant ~~conduct~~(subject ~~due~~to ~~diligence~~adjustment) ~~with~~irrespective ~~respect~~of ~~to,~~the aremaining ~~target~~life of the Public Warrants.

IfOur wesecurityholders ~~are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or~~ may beface ~~forced~~restrictions toon liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the ~~trust~~resale ~~account or from funds released to us upon completion~~ of our ~~initial~~securities ~~business~~due ~~combination. Up~~ to ~~$1,500,000~~state of“blue ~~such~~sky” ~~loans may be convertible into warrants of the post-business combination entity at a price of $1~~laws.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

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 OTC Expert Market operated by OTC Markets Group Inc., and may be eligible to be quoted and traded on the OTCID Basic Market operated by OTC Markets Group Inc., neither of which is recognized as a securities manual in a majority of 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 do not qualify for the “manual exemption” as our securities are not quoted and traded on a securities manual recognized in a majority of states.

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~~Subsequent~~As toa ~~our~~result ~~completion~~ of our ~~initial~~delisting ~~business~~from ~~combination~~Nasdaq, we ~~may~~are bemore ~~required~~likely to ~~take~~require ~~write-downs~~holders orof ~~write-offs,~~Public ~~restructuring~~Warrants ~~and~~who ~~impairment~~exercise ortheir ~~other~~warrants ~~charges~~to ~~that~~do ~~could~~so ~~have~~on a ~~significant~~cashless ~~negative~~basis ~~effect~~and onsuch ~~our~~holders ~~financial~~may ~~condition,~~receive ~~results~~fewer shares of ~~operations~~Class ~~and~~A ~~the~~Common ~~price~~Stock ofupon ~~our~~exercise ~~securities,~~than ~~which~~they ~~could~~would ~~cause~~have ~~you~~received had they been able to ~~lose~~pay ~~some~~the orexercise ~~all~~price of ~~your~~their ~~investment~~warrants in cash.

~~Even~~As ~~if we conduct extensive due diligence on~~ a ~~target~~result ~~with~~of ~~which~~our wedelisting ~~combine,~~from ~~we cannot assure you that this diligence will identify all material issues that may be present with a particular target~~Nasdaq, ~~that~~our itsecurities ~~would~~currently bedo ~~possible~~not toqualify ~~uncover~~as ~~all~~“covered ~~material~~securities” ~~issues~~under ~~through~~Section a18(b)(1) ~~customary amount~~ of ~~due diligence, or that factors outside of~~ the ~~target~~Securities Act and ~~outside~~are oftherefore ~~our~~subject ~~control~~to ~~will~~regulation ~~not~~in ~~later~~each ~~arise.~~state Asin awhich ~~result of these factors,~~ we ~~may~~offer ~~be forced to later write-down or write-off assets, restructure~~ our ~~operations,~~securities orand ~~incur~~may ~~impairment~~not orqualify ~~other~~for ~~charges~~offering ~~that~~and ~~could~~sale ~~result~~ in ~~our~~certain ~~reporting losses~~states. ~~Even~~Consequently, ifunless ~~our~~an ~~due~~exemption ~~diligence~~from ~~successfully~~qualification ~~identifies~~of ~~certain~~our ~~risks,~~shares ~~unexpected~~of ~~risks~~Class ~~may~~A ~~arise~~Common ~~and~~Stock ~~previously~~is ~~known~~then ~~risks~~available ~~may materialize~~ in aany ~~manner~~relevant ~~not~~state, ~~consistent~~we ~~with~~are ~~our~~more ~~preliminary~~likely ~~risk~~to ~~analysis.~~require ~~Even~~holders ~~though~~of ~~these~~Public ~~charges~~Warrants ~~may~~who beexercise ~~non-cash~~their ~~items~~warrants ~~and~~to ~~not~~do ~~have~~so ~~an immediate impact~~ on ~~our~~a ~~liquidity,~~cashless ~~the~~basis ~~fact~~in ~~that~~accordance wewith ~~report~~Section ~~charges~~3(a)(9) of ~~this~~the ~~nature~~Securities ~~could contribute to negative market perceptions about us or our securities~~Act. InThe ~~addition,~~number ~~charges~~ of ~~this~~shares ~~nature~~we ~~may~~issue ~~cause~~in usa tocashless ~~violate~~exercise ~~net worth or other covenants to which we~~ may be ~~subject~~lower asthan aif ~~result~~the ofPublic ~~assuming~~Warrants ~~pre-existing~~were ~~debt~~exercised ~~held~~on by a ~~target~~cash orbasis, bywhich ~~virtue~~could ofadversely ~~our~~affect ~~obtaining debt financing to partially finance~~ the ~~initial~~value ~~business~~of ~~combination~~our orcommon ~~thereafter. Accordingly~~stock, ~~any~~and ~~stockholders~~the ~~or warrant~~ holders ~~who~~of ~~choose to remain stockholders or warrant holders following~~ the ~~business~~Public ~~combination~~Warrants ~~could~~may ~~suffer~~experience a ~~reduction~~lower inrate ~~the value~~ of ~~their~~return ~~securities.~~than ~~Such~~they ~~stockholders~~would ~~or warrant holders are unlikely to~~ have ~~a remedy for such reduction~~ in ~~value~~a ~~unless~~cash ~~they~~exercise ~~are~~if ~~able to successfully claim that~~ the ~~reduction~~trading ~~was~~price ~~due~~of ~~to the breach by~~ our ~~officers~~shares ~~or directors~~ of aClass ~~duty~~A ofCommon ~~care~~Stock orincreases. ~~other~~The ~~fiduciary~~number ~~duty~~of ~~owed~~shares towe ~~them,~~issue orin ~~if they are able to successfully bring~~ a ~~private~~cashless ~~claim~~exercise ~~under~~is ~~securities~~capped ~~laws~~at ~~that~~0.361 ~~the~~shares ~~proxy~~of ~~materials~~Class orA ~~tender~~Common ~~offer~~Stock ~~documents,~~per asPublic ~~applicable,~~Warrant ~~relating~~(subject to ~~the business combination contained an actionable material misstatement or material omission~~adjustment).

IfNon-U.S. ~~third~~holders ~~parties~~may ~~bring~~be ~~claims~~subject ~~against~~to ~~us,~~U.S. ~~the~~federal ~~proceeds~~income ~~held~~tax inon gain realized on the ~~trust~~sale ~~account~~or ~~could~~other betaxable ~~reduced~~disposition ~~and~~of ~~the~~Class ~~per-share~~A ~~redemption~~Common ~~amount~~Stock ~~received~~and byWarrants ~~stockholders~~if ~~may~~we beare ~~less~~a ~~than~~United ~~$10.00~~States ~~per~~real ~~share~~property holding corporation (“USRPHC”).

~~Our~~Generally, ~~placing~~a ofcorporation ~~funds~~is ina ~~the~~USRPHC ~~trust~~if ~~account~~the ~~may~~fair ~~not~~market ~~protect~~value ~~those~~of ~~funds~~its ~~from third-party claims against us~~U.S. ~~Although~~real weproperty ~~have~~interests ~~sought~~equals ~~and~~or ~~will~~exceeds ~~continue~~50% toof ~~seek~~the tosum ~~have~~of ~~all~~the ~~vendors,~~fair ~~service~~market ~~providers~~value ~~(except~~of ~~our~~its ~~independent~~worldwide ~~registered~~real ~~public~~property ~~accounting~~interests ~~firm), prospective targets~~ and its other ~~entities~~assets ~~with~~used ~~which we do business execute agreements with us waiving any right, title, interest~~ or ~~claim~~held offor ~~any~~use ~~kind~~ in ora totrade ~~any~~or ~~monies~~business ~~held~~(all inas ~~the~~determined ~~trust account~~ for ~~the~~U.S. ~~benefit~~federal ofincome ~~our~~tax ~~public~~purposes). ~~stockholders,~~We ~~such~~believe ~~parties~~we may ~~not~~currently ~~execute~~be ~~such~~a ~~agreements,~~U.S. orreal ~~even~~property ifholding ~~they~~corporation ~~execute~~for ~~such~~U.S. ~~agreements~~federal ~~they~~income ~~may~~tax ~~not~~purposes. beAs ~~prevented~~a ~~from~~result, ~~bringing~~a ~~claims~~“Non-U.S. ~~against~~holder” ~~the~~may ~~trust~~be ~~account,~~subject ~~including,~~to ~~but~~U.S. ~~not~~federal ~~limited~~income ~~to,~~tax ~~fraudulent~~on ~~inducement,~~gain ~~breach~~realized ofon ~~fiduciary~~a ~~responsibility~~sale or other ~~similar~~taxable ~~claims,~~disposition ~~as well as claims challenging the enforceability~~ of ~~the waiver, in each case in order to gain advantage with respect to a claim against~~ our ~~assets~~securities, ~~including~~unless ~~the~~certain ~~funds~~exceptions ~~held~~apply. ~~in the trust account~~Non-U.S. Ifholders ~~any~~should ~~third~~consult ~~party~~their ~~refuses~~own totax ~~execute~~advisors anregarding ~~agreement waiving such claims to~~ the ~~monies~~application ~~held~~of in the ~~trust~~foregoing ~~account,~~rules our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in ~~the~~light ~~best interests~~ of ~~the~~their ~~company~~particular ~~under~~facts ~~the~~and circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement with us, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification

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obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective targets.

We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target, we may not be able to properly ascertain or assess all the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target.

We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view.

Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target or targets (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

We may engage the underwriter that acted in our initial public offering or one of its affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. The underwriter is entitled to receive deferred commissions that will be released from the trust account only on a completion of an initial business combination. These financial incentives may cause the underwriter to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage the underwriter that acted in our initial public offering or one of its affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriter or its affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. The underwriter is also entitled to receive deferred commissions from the trust account that are conditioned on the completion of an initial business combination. The fact that the underwriter or its affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as

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compared to other public companies because a target with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development and maintenance of internal controls and compliance with the Sarbanes-Oxley Act has increased, and is expected to continue to increase, the time and costs necessary to operate our company.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. As described in Part II, Item 9A, management has concluded that, due to the material weakness we have identified in our internal control over financial reporting described in management’s report on internal controls over financial reporting set forth in Part II, Item 8 of this Annual Report, our disclosure controls and procedures were not effective. 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.

We may have a limited ability to assess the management of a prospective target and, as a result, may effect our initial business combination with a target whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target, our ability to assess the target’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no current commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

● our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

● our inability to pay dividends on our Class A common stock;

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● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

We may effectuate our initial business combination with a single target or multiple targets simultaneously or within a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several targets as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business, property or asset, or

● dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to complete business combinations simultaneously with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business

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combination with a company that is not as profitable as we suspected, if at all, or the acquisition of assets that do not have the expected prospect of profitability.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders or warrant holders do not agree.

Our amended and restated articles of incorporation do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even if a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such initial business combination, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, special purpose acquisition companies have, in the past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated articles of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.

In order to effectuate a business combination, special purpose acquisition companies have, in the past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated articles of incorporation and our warrant agreement will generally require a vote of holders of at least 50% of our outstanding shares of common stock or holders of at least 50% of the public warrants, as applicable, and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our amended and restated articles of incorporation will require us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated articles of incorporation to modify the ability of public stockholders to seek redemption in connection with an initial business combination or the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination by May 3, 2024 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisions of our amended and restated articles of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from the trust account) may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other special purpose acquisition companies. It will be possible for us, therefore, to amend our amended and restated articles of incorporation to facilitate the completion of an initial business combination that some of our stockholders may not support.

Our amended and restated articles of incorporation provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon and corresponding provisions of the trust agreement governing the release of funds from the trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated articles of incorporation may be

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amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the NRS or applicable stock exchange rules. Our Sponsor, who beneficially owns approximately 89.9% of our common stock may participate in any vote to amend our amended and restated articles of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we will be able to amend the provisions of our amended and restated articles of incorporation which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this would allow us to complete a business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated articles of incorporation.

Our Sponsor, executive officers, directors and director nominees have agreed or will agree, pursuant to written agreements with us, that they will not propose any amendment to our amended and restated articles of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by May 3, 2024 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less amounts released to us to pay our taxes), divided by the number of then outstanding public shares. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, executive officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target, which could compel us to restructure or abandon a particular business combination.

We have not selected any specific business combination target but are targeting businesses or other targets with enterprise values that are greater than we could acquire with the net proceeds of our initial public offering and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public stockholders, we expect to be required to seek additional financing to complete such proposed initial business combination. Such financing may not be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.

Our management team may not be able to maintain our control of a target after our initial business combination. We cannot provide assurance that, upon loss of control of a target, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of Class A common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding Class A common stock subsequent to such transaction. In addition, other

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minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target.

Because we are neither limited to evaluating a target in a particular industry sector, you will be unable to ascertain the merits or risks of any particular target’s operations. In addition, our efforts to identify a prospective initial business combination target will not be limited to the acquisition of a company, but may include the acquisition of wireless spectrum assets.

Our efforts to identify a prospective initial business combination target are not limited to a particular industry, sector or geographic region. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our amended and restated articles of incorporation prohibit us from effectuating a business combination with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Staff of the Securities and Exchange Commission (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. The SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination. The terms described in the SEC Statement are common in SPACs and are similar to the terms contained in the warrant agreement governing our warrants. In response to the SEC Statement, we reevaluated the accounting treatment of our public warrants and private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of December 31, 2023 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

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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.

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. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” 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 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 new 1% U.S. federal excise may apply in connection with future redemptions by us of our shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is generally 1% of any positive difference between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax.

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates in a liquidation to which Section 331 of the Code applies (so long as Section 332(a) of the Code also does not apply), distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation is made are not subject to the excise tax. Consequently, we would not expect the 1% excise tax to apply if there is a complete liquidation of our company under Section 331 of the Code.

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Any excise tax that may be imposed on any redemption or other repurchase effected by us, in connection with a business combination, extension vote or otherwise, would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A Common Stock or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. The Company does not intend to use the proceeds placed in the Trust Account to pay excise taxes or other fees or taxes similar in nature (if any) that may be imposed on the Company pursuant to any current, pending or future rules or laws, including any excise tax due imposed under the IR Act on any redemptions in connection with the Extension or a business combination by the Company.

During the year ended December 31, 2023, holders of 6,294,164 shares of Class A common stock exercised their right to redeem their shares for an aggregate redemption amount of $63,919,253. As a result, the Company has accrued for and recorded a 1% excise tax liability in the amount of $639,193 on the balance sheet as of December 31, 2023.

Risks Related to Securities

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are listed on Nasdaq. However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination, including as a result of the redemptions in connection with the Third Extension and our inability to complete a business combinations within 36 months of the effectiveness of the registration statement for our initial public offering.

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 Stock Market LLC (“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 Notice is a formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq. Additionally, 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. Subsequent to a hearing on February 8, 2024, the Panel granted the Company an exception for its securities to continue to be listed on Nasdaq until April 29, 2024, subject to certain conditions.

Furthermore, in connection with our initial business combination, including the Transaction, we will be required 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. We cannot assure you that we will be able to meet those initial listing requirements at that time. If we are unable to demonstrate compliance with Nasdaq listing requirements by April 29, 2024, our securities may be delisted.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, 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 in the future; and (iv) a decreased ability to issue additional securities or obtain additional financing in the future.

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The SEC has recently issued final rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete a business combination and may make it more difficult to complete a business combination. The need for compliance with the SPAC Final Rules may cause us to liquidate the Company at an earlier time than we might otherwise choose.

On January 24, 2024, the SEC adopted final rules (the “SPAC Rules”) relating, among other things, to disclosures in SEC filings in connection with business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; and the use of projections by SPACs in SEC filings in connection with proposed business combination transactions. SPACs will be required to comply with the SPAC Rules beginning July 1, 2024. In connection with the issuance of the SPAC Rules, the SEC also issued guidance (the “SPAC Guidance”) regarding the potential liability of certain participants in business combination transactions and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The need for compliance with the SPAC Rules and the SPAC Guidance may cause us to liquidate the Company at an earlier time than we might otherwise choose. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rules, the SPAC Guidance, or before July 1, 2024 as a matter of practice in light of the SEC’s previously expressed views, may increase the costs and time of negotiating and completing an initial business combination, including the Transaction, and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rules and the SPAC Guidance may cause us to liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

If we are deemed to be 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 and, as a result, we may abandon our efforts to consummate a business combination and liquidate the Company.

As described further above, the SPAC Guidance relates, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder.

Because the SPAC Guidance is fact-specific, there remains uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. To mitigate the risk that we may be deemed to have been operating as an unregistered investment company, 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. If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements and we may abandon our efforts to complete an initial business combination, including the Transaction, and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

We have not registered the Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.

We have not registered the shares of Class A common stock issuable upon exercise of the warrants issued in our initial public offering under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A common stock included in the units.

However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A common stock issuable upon exercise of the warrants issued in our initial public offering and thereafter will use our commercially reasonable efforts to cause the same to

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become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares of Class A common stock issuable upon exercise of the warrants issued in our initial public offering are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. If holders exercise their warrants on a cashless basis, the number of shares of Class A common stock that you will receive upon such cashless exercise will be based on a formula subject to a maximum amount of shares of 0.361 shares of Class A common stock per warrant (subject to adjustment).

If our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of shares of Class A common stock upon a cashless exercise of the warrants they hold than they would have upon a cash exercise.

In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws and there is no exemption to registration available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our initial public offering. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the shares of Class A common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of Class A common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants except on a cashless basis.

The grant of registration rights to our initial stockholders, independent directors and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our shares of Class A common stock.

Pursuant to the registration and stockholder rights agreement entered into concurrently with our initial public offering, our initial stockholders, independent directors and their permitted transferees can demand that we register the shares of Class A common stock into which founder shares are convertible and Independent Director Shares, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder shares, the Independent Director Shares and the private placement warrants and the Class A common stock issuable upon exercise of such private placement warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our

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initial business combination more costly or difficult to conclude. This is because the stockholders of the target may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the shares of common stock owned by our initial stockholders, holders of our private placement warrants or holders of our working capital loans or its permitted transferees are registered.

We expect to issue additional shares of convertible preferred stock in the Equity Forward Transaction with our Founder. In addition, We may issue additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated articles of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated articles of incorporation authorize us to issue up to 500,000,000 shares of Class A common stock, par value $0.0001 per share, 50,000,000 shares of Class B common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share.

As of December 31, 2023, there were 497,883,988 and 31,250,000 authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B common stock. The Class B common stock is automatically convertible into Class A common stock at the time of the consummation of our initial business combination, initially at a one-for-one ratio, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. There are no shares of preferred stock currently issued and outstanding.

We may issue a substantial number of additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares in connection with the redemption of our warrants or shares of Class A common stock upon conversion of the Class B common stock at a ratio of greater than one-to-one at the time of our initial business combination, as a result of anti-dilution provisions set forth therein.

However, our amended and restated articles of incorporation provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our shares of Class A common stock (except that an aggregate of up to 50,000 Independent Director Shares may at any time be issued and outstanding) (a) on any initial business combination or (b) to approve an amendment to our amended and restated articles of incorporation to (x) extend the time we have to consummate a business combination beyond May 3, 2024 or (y) amend the foregoing provisions. These provisions of our amended and restated articles of incorporation, like all provisions of our amended and restated articles of incorporation, may be amended with a stockholder vote. The issuance of additional shares of common stock or shares of preferred stock:

● may significantly dilute the equity interest of investors in our stock;

● may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;

● could cause a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

● may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

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We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant.

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 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 warrant holders and provided certain other conditions are met. If and when the 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 warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per 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 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 warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Except in limited circumstances, none of the private placement warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

Our warrants may have an adverse effect on the market price of our shares of Class A common stock and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 18,750,000 shares of our Class A common stock as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering, we issued in a private placement 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. In addition, if our Sponsor or an affiliate of our Sponsor or certain of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. To the

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extent we issue common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants could make us a less attractive acquisition vehicle to a target. Such warrants, when exercised, will increase the number of issued and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target.

Because each unit contains one fourth of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

Each unit contains one fourth of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one common share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one fourth of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for targets. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

Unlike most blank check companies, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 10 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target.

A market for our securities may not be sustained, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may not be sustained. You may be unable to sell your securities unless a market can be sustained.

Holders of shares of our Class A common stock are not entitled to vote on any appointment of directors we hold prior to our initial business combination.

Prior to our initial business combination, only holders of our founder shares have the right to vote on the appointment of directors. Holders of our public shares are not entitled to vote on the appointment of directors until such time. In addition, prior to our initial business combination, holders of two-thirds of the voting power of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination.

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Since only holders of our founder shares will have the right to vote on the appointment of directors prior to our initial business combination, upon the listing of our shares on Nasdaq, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Only holders of our founder shares have the right to vote on the appointment of directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, so long as more than 50% of the voting power for the election of our directors of a company is held by an individual, a group or another company, we will qualify as a “controlled company” under Nasdaq listing standards, and may elect not to comply with certain corporate governance requirements, including to have: (i) a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iii) director nominees selected, or recommended for the board of director’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors. Although we do not intend to rely on these exemptions, we may elect to rely on these exemptions in the future, and as a result, our stockholders may not have the corporate governance protections that are available to stockholders of companies that are not controlled companies.

Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination.

The founder shares will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (other than Independent Director Shares and after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Our structure is different than some other similarly structured special purpose acquisition companies in which the initial stockholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination.

The warrants may become exercisable and redeemable for a security other than shares of Class A common stock, and you will not have any information regarding such other security at this time.

In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the shares of Class A common stock. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use its commercially reasonable efforts to register the issuance of the security underlying the warrants within fifteen business days of the closing of an initial business combination.

Risks Related to our Sponsor and Management Team

Our independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our

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independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.

We anticipate that the investigation of each specific target and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.

We depend upon our executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target, however, cannot presently be ascertained. Although some of our key personnel may remain with the target in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with a target in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The

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personal and financial interests of such individuals may influence their motivation in identifying and selecting a target, subject to their fiduciary duties under Nevada law. In addition, pursuant to an agreement to be entered into on or prior to the closing of our initial public offering, our Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as our Sponsor holds any securities covered by the registration and shareholder rights agreement.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our executive officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

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 and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we will continue to engage in the business of identifying and combining with one or more businesses or assets. 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 EchoStar and /or its affiliates, including DISH, pursuant to which such officer or director is or will be required to present a business combination 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 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. In addition, our Sponsor, officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which

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we are a party or have an interest. In fact, we may enter into a business combination with a target that is affiliated with our directors or executive officers, including our Sponsor, although we do not intend to do so or we may acquire a target through an Affiliated Joint Acquisition. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Nevada law and we or our stockholders might have a claim against such individuals for infringing on our stockholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

We may engage in a business combination with one or more targets that have relationships with entities that may be affiliated with our Sponsor and its executive officers, directors or existing holders, which may raise potential conflicts of interest.

In light of the involvement of our Sponsor and its executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor or its executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. Despite our agreement to obtain an opinion from an independent investment banking firm or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

Since our Sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

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 our Sponsor, in return for proportionate equity interests. On October 23, 2020, our Sponsor forfeited 7,187,500 founder shares, resulting in our Sponsor holding 21,562,500 founder shares. Additionally, on December 14, 2020, our Sponsor forfeited 2,812,500 founder shares, resulting in our Sponsor holding 18,750,000 founder shares. Prior to the initial investment in the company of $25,000 by our founder, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our Sponsor purchased an aggregate of 11,333,333 private placement warrants, each exercisable for one share of Class A common stock at $11.50 per share, for an aggregate purchase price of $17,000,000, or $1.50 per warrant, that will also be worthless if we do not complete our initial business combination. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as May 3, 2024 nears, which is the deadline for our completion of an initial business combination.

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, the listing requirements of Nasdaq 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

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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.

Risks Related to Acquiring and Operating a Business in Foreign Countries

If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

● costs and difficulties inherent in managing cross-border business operations;

● rules and regulations regarding currency redemption;

● complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations may be effected;

● exchange listing and/or delisting requirements;

● tariffs and trade barriers;

● regulations related to customs and import/export matters;

● local or regional economic policies and market conditions;

● unexpected changes in regulatory requirements;

● challenges in managing and staffing international operations;

● longer payment cycles;

● tax issues, such as tax law changes and variations in tax laws as compared to the United States;

● currency fluctuations and exchange controls;

● rates of inflation;

● challenges in collecting accounts receivable;

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● cultural and language differences;

● employment regulations;

● underdeveloped or unpredictable legal or regulatory systems;

● corruption;

● protection of intellectual property;

● social unrest, crime, strikes, riots and civil disturbances;

● regime changes and political upheaval;

● terrorist attacks and wars; and

● deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

General Risk Factors

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company incorporated under the laws of the State of Nevada with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

In connection with our assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that if we are unable to complete a business combination by May 3, 2024, then we will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as our current cash balance and working capital deficit raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 3, 2024. We intend to complete a business combination before the mandatory liquidation date.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

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If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

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 our initial business combination, 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, including, without limitation, the SPAC Final Rules discussed above, 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, including our ability to negotiate and complete our initial business combination, 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 either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. 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.

Provisions in our amended and restated articles of incorporation 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 amended and restated articles of incorporation contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include:

● 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;

● a staggered board of directors; and

● the fact that prior to the completion of our initial business combination only holders of our founder shares, which have been issued to our Sponsor, are entitled to vote on the appointment of directors.

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

We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. We have no significant operations. Therefore, while management monitors our exposure to cybersecurity risk, we have not adopted specific processes for assessing and managing such risks. 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.

Provisions in our amended and restated articles of incorporation and Nevada law may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated articles of incorporation 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 amended and restated articles of incorporation or bylaws; (d) to interpret, apply, enforce or determine the validity of our amended and restated articles of incorporation 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 amended and restated articles of incorporation 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.

Certain agreements related to our initial public offering may be amended without stockholder approval.

Each of the agreements related to our initial public offering to which we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without stockholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial stockholders, Sponsor, officers and directors; the registration and stockholder rights agreement among us and our initial stockholders; and the private placement warrants purchase agreement between us and our Sponsor. These agreements contain various provisions that our public stockholders might deem to be material. For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, Independent Director Shares, private placement warrants and other securities held by our initial stockholders, Sponsor, officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents, as applicable, related to such initial business

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combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial stockholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

Our search for a business combination, and any target with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets.

The COVID-19 pandemic has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis adversely affecting the economies and financial markets worldwide, potentially including the business of any potential target business with which we intend to consummate a business combination. Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or make it impossible or impractical to negotiate and consummate a transaction with the target company’s personnel, vendors and service providers in a timely manner, if at all. The extent to which COVID-19 will impact our search for a business combination will depend on future developments, which continue to be uncertain and cannot be predicted, including the actions to contain emerging variants of COVID-19 or their impacts, among others. While vaccines for COVID-19 have been developed, there is no guarantee that such vaccines will be durable. If any treatment or vaccine for COVID-19 and any potentially emerging variants is ineffective or underutilized, any impact on our business may be prolonged. The disruptions posed by COVID-19 or other public health emergencies, diseases or matters of global concern could materially adversely affect our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination.

In addition, our ability to consummate a transaction may depend on our ability to raise equity and debt financing which may be impacted by public health crises and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

Such events may also have the effect of heightening other risks described in this “Risk Factors” section.

We face risks related to our potential future acquisitions.

Subsequent to the Closing, we anticipate to grow through acquisition opportunities including, but not limited to, disruptive technologies and infrastructure assets, which will entail special considerations and risks. If we are successful in completing such a transaction, we may be subject to, and possibly adversely affected by, the following risks:

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

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

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

● 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;

● 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;

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

● 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;

● 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;

● 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;

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

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

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

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

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

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

● 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;

● 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

● our 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.

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

Global or regional conditions may adversely affect our business and our ability to consummate our initial business combination.

Adverse changes in global or regional economic conditions periodically occur, including recession or slowing growth, changes, or uncertainty in fiscal, monetary or trade policy, higher interest rates, tighter credit, inflation, lower capital expenditures by businesses, increases in unemployment and lower consumer confidence and spending. Adverse changes in economic conditions can harm global business and adversely affect our ability to consummate our initial business combination. Such adverse changes could result from geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity, catastrophic events such as natural disasters and public health issues (including the COVID-19 pandemic), supply chain interruptions, new or revised export, import or doing-business regulations, including trade sanctions and tariffs or other global or regional occurrences.

In particular, in response to Russia’s invasion of Ukraine and the conflict in Israel and the surrounding areas, the United States, the European Union, and several other countries are imposing far-reaching sanctions and export control restrictions. These rising conflicts and the resulting market volatility could adversely affect global economic, political and market conditions. Additionally, tensions between the United States and China have led to increased tariffs and trade restrictions. The United States has imposed economic sanctions on certain Chinese individuals and entities and restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies. These and other global and regional conditions may adversely impact our business and our ability to consummate our initial business combination.

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Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We are a ~~blank~~smaller ~~check~~reporting company ~~whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets~~. WeWhile ~~have no significant operations. Therefore, while~~ management monitors our exposure to cybersecurity risk, weas ~~have~~a whole, CONX Corp. has not adopted specific processes for assessing and managing such risk. 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. WeWhile to date we have not encountered any cybersecurity incidents ~~since our initial public offering. However~~, any sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure 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. See Item 1A. Risk Factors, “Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss” of this Annual Report for a discussion of cybersecurity-related risks.

RED Technologies has developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of RED Technologies’ critical systems and information. RED Technologies’ cybersecurity risk management program includes a cybersecurity incident response plan. RED Technologies designs and assesses its program based on ISO 27002 standards. This does not imply that RED Technologies meets any particular technical standards, specifications, or requirements, only that it uses the ISO 27002 as a guide to help it identify, assess, and manage cybersecurity risks relevant to its business. RED Technologies uses established processes designed to identify, assess, and manage third-party service provider risks when third parties handle, possess, process, and store RED Technologies’ material information. RED Technologies’ cybersecurity risk management program includes (i) a policy designed to help identify material cybersecurity risks to its critical systems, information, products, services, and its broader enterprise information technology environment and (ii) a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents. RED Technologies has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect RED Technologies, including its operations, business strategy, results of operations, or financial condition. However, there can be no assurance that RED Technologies’ cybersecurity prevention and mitigation efforts will always be successful, and it is possible that cybersecurity threats could have a material adverse effect on our business, operations, or financial condition in the future.

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As a smaller reporting company with cybersecurity processes centered on RED Technologies, we may not be sufficiently protected against such occurrences. See Item 1A. Risk Factors, “Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss” of this Annual Report for a discussion of cybersecurity-related risks.

Item 2.Properties

WeOther than the Property, we do not own any real estate or other physical properties materially important to our operation. We currently maintain our principal executive offices at 5701 S. Santa Fe Dr., Littleton, CO 80120, which is ~~provided~~owned by ~~our founder. This space is provided to~~ us ~~for no compensation~~. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

Item 3.Legal Proceedings

To the knowledge of our management, there is no litigation currently pending against us, any of our officers or directors in their capacity as such or against any of our property.

Item 4.Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

~~Our~~The ~~units,~~Company’s Class A ~~common~~Common ~~stock~~Stock and ~~warrants~~Public Warrants are ~~each~~ traded on the ~~Nasdaq~~over-the-counter ~~Capital~~market ~~Market~~ under the ~~symbols~~symbol “~~CONXU,~~CNXX” ~~“CONX”~~ and “~~CONXW~~CNXXW,” respectively. ~~Our units commenced public trading on October 30, 2020, and our Class A common stock and warrants commenced separate public trading on December 21, 2020.~~

Holders

On ~~March~~November 28, ~~2024~~2025, there ~~was~~were ~~one~~five ~~holder of record of our units, four~~ holders of record of our Class A ~~common~~Common ~~stock~~Stock (including shares of Class A ~~common~~Common ~~stock~~Stock held by our independent directors), and two holders of record of our ~~warrants and one holder of record of our Class B common stock~~Warrants.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

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Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6.~~Selected Financial Data~~[Reserved]

Not applicable.

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Annual Report”) to “we,” “us” or the “Company” refer to CONX Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to nXgen Opportunities, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “~~Special~~Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) within this section is focused on the years ended December 31, ~~2023~~2024 and ~~2022~~2023, including year-to-year comparisons between these years. Our MD&A for the year ended December 31, 2021 can be found in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022.

Our Business

Overview

We are a ~~blank~~diversified ~~check~~operating company ~~incorporated~~seeking inopportunities to power the ~~State~~next generation of ~~Nevada~~innovators onin ~~August~~communications ~~26,~~and ~~2020,~~connectivity. ~~whose~~Our ~~business~~mission ~~purpose~~ is to ~~effect~~partner awith ~~merger,~~emerging ~~capital~~companies ~~stock~~with ~~exchange,~~quality ~~asset~~management ~~acquisition,~~and ~~stock~~strong ~~purchase,~~and ~~reorganization~~differentiated ~~or similar~~ business ~~combination~~models with ~~one~~the orability ~~more~~to ~~businesses~~scale. orOur ~~assets.~~Chairman Weand ~~intend~~Director, toCharles ~~effectuate~~W. ~~our~~Ergen, ~~initial~~is ~~business~~Chairman, ~~combination~~President, ~~utilizing~~Chief ~~cash~~Executive ~~from~~Officer ~~the~~and ~~proceeds~~co-founder of ~~our~~EchoStar ~~initial~~and ~~public~~DISH ~~offering~~and ~~(the~~beneficially ~~“Initial~~owned ~~Public~~approximately ~~Offering”)~~86.8% ~~and~~of the ~~sale~~total ofvoting ~~the~~power ~~Private~~of ~~Placement~~EchoStar’s ~~Warrants~~outstanding (shares as ~~defined~~of ~~below)~~July 31, ~~our~~2025. ~~capital~~Our ~~stock~~Chief Executive Officer, ~~debt~~Jason orKiser aserved ~~combination~~as Treasurer of ~~cash,~~DISH ~~stock~~from 2008 to 2023, and ~~debt~~has been employed by entities owned or controlled by Mr. Ergen for over 35 years.

~~Our~~We ~~registration~~are ~~statement~~engaged ~~for~~principally ~~our~~in ~~Initial~~two ~~Public~~lines ~~Offering was declared effective on October 29, 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 our Sponsor at a price of $1.50 per warrant, generating gross proceeds of $17 million.business:

~~Following~~● ~~the~~Technology ~~Initial~~& ~~Public~~Telecommunications: ~~Offering~~This ~~and~~line ~~the sale~~ of ~~the~~business ~~Private~~includes ~~Placement~~our ~~Warrants,~~spectrum-sharing atechnologies ~~total of $750.0 million was placed in the Trust Account (as defined below)~~ and weservices ~~had approximately $8~~business,~~000~~ ofwhich ~~cash~~we ~~held~~operate ~~outside~~through ~~of the Trust Account as of December 31, 2023, and available for working capital purposes and to pay~~ our ~~taxes.~~indirect Wemajority-owned ~~incurred $42.3 million in transaction costs~~subsidiary, ~~including~~RED ~~$15~~Technologies; ~~million of underwriting fees, $26.3 million of deferred underwriting fees~~ and ~~$1 million of other costs.~~

~~Our~~● ~~management~~Infrastructure ~~has~~& ~~broad~~Real ~~discretion~~Estate: ~~with~~This ~~respect~~line toof ~~the~~business ~~specific~~includes ~~application of~~ the ~~net~~operation ~~proceeds~~ of ~~the~~our ~~Initial~~commercial ~~Public~~real ~~Offering~~estate ~~and~~property ~~the~~in ~~sale~~Littleton, ~~of Private Placement Warrants~~Colorado, ~~although~~comprising ~~substantially all of~~ the ~~net~~corporate ~~proceeds~~headquarters ~~are~~of ~~intended~~DISH ~~to be applied generally toward consummating an initial business combination~~Wireless.

~~Effective~~Business 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 (which we are permitted to use to pay our taxes and up to $100,000 of dissolution expenses) will again increase. Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate, and we cannot assure you that such rate will not decrease or increase significantly.Combination

~~Proposed~~On ~~Initial~~May 1, 2024 (the “Closing Date”), the Company completed its previously announced purchase from Seller, of 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 Agreement by and between the Company and Seller. The transaction constitutes the Company’s “Business Combination,” as that term is defined in the Company’s Articles, and was accounted for as an asset acquisition under U.S. GAAP. The Transaction constitutes the Company’s “Business Combination”, as that term is defined in the Company’s Articles.

OnIn ~~March~~connection ~~10,~~with ~~2024, we entered into a definitive purchase and sale agreement (~~the ~~“Purchase Agreement”) with EchoStar Real Estate Holding L.L.C.~~Transaction, aeach ~~subsidiary~~share of ~~EchoStar Corporation (“EchoStar”), which provides for our purchase from~~ the ~~Seller~~then-issued ofand ~~the~~outstanding ~~commercial~~Class ~~real~~B ~~estate~~common ~~property in Littleton~~stock, ~~Colorado,~~par ~~comprising~~value ~~the~~$0.0001 ~~corporate~~per ~~headquarters~~share of ~~DISH~~the ~~Wireless,~~Company ~~for a purchase price of $26.75 million~~ (~~the~~ “~~Purchase~~Class ~~Price”~~B ~~and~~Common ~~such transaction, the “Transaction~~Stock”)~~. See Item 1. Business~~, ~~“Proposed~~automatically ~~Initial~~converted ~~Business~~into ~~Combination”~~one share of ~~this~~Class ~~Annual~~A ~~Report~~Common ~~for~~Stock, aon ~~discussion of~~ the ~~Transaction~~Closing Date.

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-47net” 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, an affiliate of Seller.

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IfPursuant weto ~~do not consummate~~ the ~~Transaction~~Tender byOffer ~~April~~Statement ~~29,~~on ~~2024,~~Schedule weTO ~~will~~originally ~~not~~filed ~~be able to demonstrate compliance~~ with ~~Nasdaq’s requirements and~~ the ~~shares~~SEC ofby ~~Class A Common Stock could be delisted from Nasdaq. Please see~~ the ~~Risk~~Company ~~Factor entitled “Nasdaq may delist our securities from trading~~ on ~~its~~April ~~exchange~~1, ~~which~~2024 ~~could~~(together ~~limit~~with ~~investors’~~any ~~ability~~subsequent toamendments ~~make transactions in our securities~~ and ~~subject~~supplements ~~us to additional trading restrictions”. If we are unable to complete a business combination~~thereto, ~~including~~ the ~~Transaction, by May 3, 2024, as extended (the~~ “~~Combination~~Schedule ~~Period~~TO”), wein ~~will~~connection ~~(i)~~with ~~cease all operations except for~~ the ~~purpose~~Company’s ofoffer ~~winding~~to ~~up,~~purchase ~~(ii)~~for ~~as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in~~ cash, ~~equal~~up to ~~the aggregate amount then on deposit in the Trust Account~~2,120,269 ~~including~~of ~~interest~~its ~~earned~~issued ~~on the funds held in the Trust Account~~ and ~~not~~outstanding ~~previously~~shares ~~released~~of toClass usA ~~(less~~Common ~~taxes~~Stock ~~payable~~at ~~and~~a upprice toof $~~100,000~~10.60 ofper ~~interest~~share to(the ~~pay~~“Purchase ~~dissolution expenses~~Price”), ~~divided~~a bytotal ~~the number~~ of ~~then outstanding Public Shares~~1,941,684 ~~which~~shares ~~redemption~~of ~~will~~Class ~~completely~~A ~~extinguish~~Common ~~Public~~Stock ~~Stockholders’ rights as stockholders~~ (~~including~~ the ~~right~~“Tendered toShares”) ~~receive~~were ~~further~~validly ~~liquidation~~tendered ~~distributions, if any)~~ and ~~(iii)~~not asproperly ~~promptly~~withdrawn as ~~reasonably~~of ~~possible following such redemption, subject to~~ the ~~approval~~expiration ofdate ~~our remaining stockholders and our board~~ of ~~directors, liquidate and dissolve, subject, in~~ the ~~case~~tender ofoffer ~~clauses (ii)~~ and ~~(iii),~~were toaccepted ~~our obligations under Nevada law to provide~~ for ~~claims~~purchase ofby ~~creditors and in all cases subject to~~ the ~~other~~Company. ~~requirements~~As of ~~applicable~~the ~~law.~~Closing ~~There~~Date, ~~will be no redemption rights or liquidating distributions with respect to~~ the ~~warrants,~~Company ~~which~~purchased ~~will~~all ~~expire~~such ~~worthless~~Tendered ifShares ~~the~~of ~~Company~~Class ~~fails~~A toCommon ~~complete~~Stock aat ~~business combination within~~ the ~~Combination~~Purchase ~~Period~~Price.

~~Working~~On ~~Capital~~November ~~Loans~~1, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the Founder or an affiliate (the “Subscriber”, and such subscription agreement, as amended by that certain amendment No. 1 to the subscription agreement, dated March 25, 2024, the “Subscription Agreement”). On the Closing Date, the Company completed the previously announced transaction (the “Equity Forward Transaction” or “Equity Forward”) pursuant to the terms of the Subscription Agreement. 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.

OnAs ~~March 1, 2023, our Sponsor agreed to loan the Company an aggregate~~ of ~~up to $250,000 for working capital purposes. The Company issued a promissory note to our Sponsor to evidence~~ the ~~loan.~~Closing ~~On November 2~~Date, ~~2023,~~ the Company ~~issued~~satisfied ~~an amended~~ and ~~restated~~discharged ~~promissory~~its ~~note~~obligations ~~(the~~under ~~“Restated Note”) in~~ the ~~principal~~Second ~~amount of up to $550,000 to the Sponsor. The~~ Restated Note ~~amends,~~by ~~restates,~~repaying ~~replaces and supersedes that certain promissory note dated March 1, 2023,~~ in full the principal amount of $~~250~~900,000. ~~The Restated Note does not bear interest, matures on the date of consummation of the Business Combination and is subject~~ to ~~customary events of default~~nXgen. The Restated Note will 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 December 31, 2023, the Company had borrowed $400,000 under the Restated Note. Under the terms of the Restated Note, this working capital loan is not convertible into warrants.

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 the Company’s securities would be delisted from Nasdaq. Trading of the Company’s securities on Nasdaq was suspended at the open of trading on May 6, 2024. 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 Securities and Exchange Commission to delist the Company’s securities from Nasdaq. The delisting became effective on July 29, 2024. The Company’s Class A Common Stock and Public Warrants are traded on the over-the-counter market under the symbol “CNXX” and “CNXXW,” respectively.

Recent Developments

Red Technologies Acquisition

On December 5, 2024 (the “Red Tech Closing Date”), we completed the acquisition of a controlling interest in RED Technologies, through our wholly-owned subsidiary, RED Tech US, LLC, for a maximum purchase price of approximately $10.6 million in cash, subject to certain adjustments. We acquired approximately 68% of RED Technologies’ outstanding share capital at closing, with the remainder of the shares to be acquired in future installments based on the achievement of certain milestones. The purchase agreements contain representations, warranties and covenants by the parties, conditions in favor of the parties and indemnification rights that are customary for a transaction of this nature.

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PIPE Investment

On September 30, 2024, the Company and certain other investors (such investors together with the Company, the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) with EchoStar, pursuant to which the PIPE Investors agreed, subject to the terms and conditions set forth therein, to purchase from EchoStar an aggregate of 14.265 million shares of EchoStar’s Class A common stock, par value $0.01 per share, at a purchase price of $28.04 per share, for an aggregate cash purchase price of approximately $400 million (such investment, the “PIPE Investment”). The portion of the PIPE Investment represented by the Company’s PIPE Subscription Agreement represented an agreement to purchase from EchoStar an aggregate of 1,551,355 shares of EchoStar’s Class A common stock for an aggregate cash purchase price of approximately $43.5 million.

On November 12, 2024, we and certain other investors completed the purchase from EchoStar of an aggregate of 14.265 million shares of EchoStar’s Class A common stock, par value $0.01 per share, at a purchase price of $28.04 per share. We purchased 1,551,355 shares for an aggregate purchase price of $43.5 million. We paid for the purchase price with cash on hand.

Results of Operations

WePrior ~~have neither engaged in any operations nor generated any operating revenues~~ to ~~date.~~the ~~Our~~completion ~~only~~of ~~activities from August 26, 2020 (inception) through November 3, 2020 were organizational activities, and those necessary to prepare for~~ the ~~Initial~~Business ~~Public Offering~~Combination, ~~described below. Subsequent to our Initial Public Offering,~~ we ~~have~~neither ~~been~~engaged ~~focused~~in onany ~~identifying~~operations anor ~~target~~generated ~~company for our initial business combination. We do not expect to generate~~ any operating revenues ~~until after the completion of our initial business combination~~. ~~Prior to October 12, 2022, we generated non-operating income in the form of interest income on proceeds derived from the Initial Public Offering.~~ 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 Company’s initial public offering (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 ~~(which~~again weincreased. ~~are~~On ~~permitted~~the toClosing ~~use~~Date, to$20.58 ~~pay~~million ~~our~~of ~~taxes~~funds ~~and~~held upin the Trust Account were used to ~~$100,000~~pay the redemption of ~~dissolution~~1,941,684 ~~expenses)~~shares ~~will~~of ~~again~~Class ~~increase.~~A ~~Interest~~Common onStock ~~such~~and ~~deposit~~$55,734 ~~account~~of isfunds ~~currently~~were ~~approximately~~withdrawn 4for tax disbursements.5% ~~per~~The ~~annum,~~Trust ~~but~~Account ~~such~~was ~~deposit~~closed ~~account~~and ~~carries~~$1,503,969 aof ~~variable~~funds ~~rate,~~remaining ~~and~~in wethe ~~cannot~~Trust ~~assure~~Account ~~you~~were ~~that~~released ~~such~~to ~~rate~~the ~~will~~Company ~~not~~pursuant ~~decrease~~to orthe ~~increase~~trust ~~significantly~~agreement.

~~For~~Subsequent to the ~~year~~completion ~~ended~~of ~~December~~the ~~31,~~Business ~~2022~~Combination, we ~~had~~generate ~~net~~revenues ~~income~~from ofrent ~~$24,194,749,~~received ~~which~~under ~~was~~the ~~primarily~~Seller ~~related~~Lease toAgreement. aSubsequent ~~change~~to inthe ~~fair~~completion ~~value~~ of ~~derivative~~the ~~warrant~~acquisition ~~liabilities~~ of ~~$21~~RED Technologies,~~359,166~~ ~~and~~we ~~included~~generate ~~interest~~revenues ~~income~~from ofthe ~~$4,937,551,~~sales ~~partially offset by~~ income ~~tax expense~~ of ~~$1,213,218~~RED ~~and general and administrative expenses of $888,749~~Technologies.

~~For~~The ~~the~~following ~~year~~table ~~ended~~sets ~~December~~forth ~~31,~~our ~~2023,~~results weof ~~had~~operations ~~net~~for ~~loss~~the ofperiods ~~$5,994,501,~~presented. ~~which~~The ~~was~~data ~~primarily~~has ~~related~~been toderived afrom ~~change~~the Consolidated financial statements contained in ~~fair~~this ~~value~~Annual ofReport ~~derivative~~on ~~warrant~~Form ~~liabilities~~10-K ofwhich $4include,~~693,000~~ ~~and~~in ~~included~~our ~~income~~opinion, ~~tax~~all ~~expense~~adjustments, consisting only of ~~$65~~normal recurring adjustments,~~469,~~ ~~loss~~that onwe ~~equity~~consider ~~forward~~necessary for a fair statement of ~~$325,000~~the ~~and~~financial ~~general~~position and ~~administrative~~results ~~expenses~~of operations for the interim periods presented. The period-to-period comparison of ~~$1,178,513,~~financial ~~partially~~results ~~offset~~is bynot ~~interest~~necessarily ~~income~~indicative of ~~$267,481~~financial results to be achieved in future periods.

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Results for the year ended December 31, 2024 and 2023 (in thousands):


	For the Year Ended
	December 31,
	2024		2023
Rental income	$	2,001,609	$	—
Sales income		21,089		—
Total Income		2,022,698		—
Depreciation and amortization expense		622,115		—
General and administrative expenses		5,166,171		1,178,513
Loss from operations		(3,765,588)		(1,178,513)
Other expense, net
Change in fair value of equity forward		325,000		(325,000)
Change in fair value of derivative warrant liabilities		7,701,334		(4,693,000)
Change in fair value of equity investment		(7,937,965)		—
Unrealized gain/loss on cash equivalents held in investment account		18,422		—
Interest income and realized gain on cash or cash equivalents held in investment account		5,840,922		—
Interest income on cash or investments held in Trust Account		320,104		267,481
Government grant received		209,219		—
Total other income (expense), net		6,477,036		(4,750,519)
Income (loss) before income tax expense		2,711,448		(5,929,032)
Income tax expense (benefit)		36,479		65,469
Net Income (loss)	$	2,674,969		(5,994,501)

Other comprehensive loss
Unrealized gain (loss) on available-for- sale securities		518		—
Foreign currency translation adjustment		12,296		—
Comprehensive Income (loss)	$	2,687,783		(5,994,501)
Weighted average shares used in computing net income (loss) per common share
Class A - Common stock (Basic)		13,398,468		5,047,364
Class A - Common stock (Diluted)		25,024,433		5,047,364
Class B - Common stock (Basic & Diluted)		6,215,753		18,750,000
Basic net income (loss) per common share
Class A - Common stock		0.14		(0.25)
Class B - Common stock		0.14		(0.25)
Diluted net income (loss) per common share
Class A - Common Stock		0.07		(0.25)
Class B - Common Stock		0.14		(0.25)

For the year ended December 31, 2024, the Company generated total revenues of $2,022,698, compared to no revenues in the year ended December 31, 2023. Revenues for the year ended December 31, 2024 consisted of $2,001,609 of rental income from the Company’s property and $21,089 of sales income from its foreign subsidiary.

Depreciation and amortization expense was $622,115 for the year ended December 31, 2024, compared to none for the year ended December 31, 2023, while general and administrative expenses were $5,166,171 for the year ended December 31, 2024 versus $1,178,513 for the year ended December 31, 2023, reflecting the operations of its real estate and operating subsidiaries. As a result, the Company reported a loss from operations of $3,765,588 for the year ended December 31, 2024, compared to a loss from operations of $1,178,513 for the year ended December 31, 2023.

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Other income (expense), net, totaled income of $6,477,036 for the year ended December 31, 2024, compared to expense of $4,750,519 for the year ended December 31, 2023. The change was primarily due to a $7,701,334 gain for the year ended December 31, 2024 from the change in fair value of derivative warrant liabilities compared to a $4,693,000 loss for the year ended December 31, 2023, a $325,000 gain from the change in fair value of an equity forward for the year ended December 31, 2024 compared to a $325,000 loss for the year ended December 31, 2023, a $7,937,965 loss for the year ended December 31, 2024 from the change in fair value of an equity investment, $18,422 of unrealized gains on cash equivalents for the year ended December 31, 2024, $5,840,922 of interest income and realized gains on cash equivalents for the year ended December 31, 2024 compared to none for the year ended December 31, 2023, and $320,104 of interest income on Trust Account funds for the year ended December 31, 2024 compared to $267,481 for the year ended December 31, 2023, and $209,219 in government grants received for the year ended December 31, 2024 compared to none in the prior year.

Income before income taxes was $2,711,448 for the year ended December 31, 2024, compared to a loss of $5,929,032 for the year ended December 31, 2023. After recording income tax expense of $36,479 for the year ended December 31, 2024 and an expense of $65,469 for the year ended December 31, 2023, the Company reported net income of $2,674,969 for the year ended December 31, 2024, compared to a net loss of $5,994,501 for the year ended December 31, 2023.

Liquidity and Capital Resources

~~Prior~~On toNovember ~~the~~3, ~~completion~~2020, ofwe consummated the Initial Public Offering of 75,000,000 ~~our~~Units ~~liquidity~~at ~~needs~~a ~~had~~price ~~been~~of ~~satisfied~~$10.00 ~~through~~per ~~the~~Unit ~~receipt~~generating gross proceeds of $~~25,000~~750.0 ~~from Charles W~~million. ~~Ergen~~Simultaneously (with the ~~“Founder”)~~closing inof ~~exchange~~the ~~for~~Initial ~~the~~Public ~~issuance~~Offering, ofwe consummated the ~~founder~~sale ~~shares~~of 11,333,333 ~~and~~Private aPlacement ~~promissory~~Warrants ~~note~~to ~~(the~~nXgen ~~“Note”)~~at ~~issued~~a byprice ~~the~~of ~~Founder~~$1.50 Weper ~~repaid~~warrant, ~~the~~generating ~~Note~~gross onproceeds ~~November~~of 3,$17 ~~2020~~million.

OnFollowing ~~November 3, 2020, we consummated~~ the Initial Public Offering and the sale of ~~75,000,000~~the ~~Units~~Private atPlacement Warrants, a ~~price~~total of $10750.000 ~~per~~million ~~unit~~was ~~generating~~placed ~~gross~~in ~~proceeds~~the ofTrust Account. We incurred $~~750~~42.03 million. ~~Simultaneously~~in ~~with~~transaction ~~the~~costs, ~~closing~~including of$15 ~~the~~million ~~Initial~~of ~~Public~~underwriting ~~Offering~~fees, we$26.3 ~~consummated~~million ~~the~~of ~~sale~~deferred ofunderwriting ~~11,333,333~~fees ~~private~~(which ~~placement~~deferred ~~warrants~~underwriting ~~(the~~commission ~~“Private~~was ~~Placement~~waived ~~Warrants”~~by the underwriters) toand ~~our~~$1 ~~Sponsor~~million atof aother ~~price~~costs ofin ~~$1.50~~connection ~~per~~with ~~warrant,~~our ~~generating~~Initial ~~gross~~Public ~~proceeds~~Offering and the sale of ~~$17~~the ~~million~~Private Placement Warrants.

~~Following~~On ~~the~~March ~~Initial~~1, ~~Public~~2023, ~~Offering~~nXgen ~~and~~agreed to loan the ~~sale~~Company ofan ~~the~~aggregate ~~Private~~of ~~Placement~~up ~~Warrants~~to $250,000 for working capital purposes. The Company issued a ~~total~~promissory ofnote ~~$750~~to nXgen to evidence the loan.0 ~~million~~On ~~was~~November ~~placed~~2, in2023, the ~~trust~~Company ~~account~~issued an amended and restated promissory note (the “~~Trust~~Restated ~~Account~~Note”) ~~and~~in wethe ~~had~~principal ~~approximately~~amount of up to $8550,000 ofto ~~cash~~nXgen. ~~held~~The ~~outside~~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 ~~Trust~~Company ~~Account~~issued asan ofamended ~~December~~and 31restated promissory note (the “Second Restated Note”) to nXgen. The Second Restated Note amended, ~~2023~~restated, replaced and superseded the Restated Note to increase the principal amount available for ~~working~~borrowings ~~capital~~thereunder ~~purposes~~from ~~and~~up to ~~pay~~$550,000 ~~our~~to ~~taxes.~~up Weto ~~incurred~~ $42900,000.3 ~~million~~The inSecond ~~transaction~~Restated ~~costs~~Note did not bear interest, ~~including~~matured ~~$15~~on ~~million~~the date of ~~underwriting~~consummation ~~fees,~~of ~~$26.3~~the ~~million~~Business Combination and was subject to customary events of ~~deferred~~default. ~~underwriting~~The ~~fees~~Second ~~and~~Restated $1Note ~~million~~was to be repaid only to the extent that the Company had funds available to it outside of ~~other~~its ~~costs~~Trust Account established in connection with ~~our~~its Initial Public Offering. ~~and~~As of December 31, 2024, the ~~sale~~Company had borrowed $900,000 under the Second Restated Note. As of the ~~Private~~Closing ~~Placement~~Date, ~~Warrants~~the Company satisfied and discharged its obligations under the Second Restated Note by repaying in full the principal amount to nXgen.

InFor ~~connection~~the ~~with~~year ~~the~~ended ~~Third~~December ~~Extension~~31, ~~stockholders~~2024, ~~holding~~net ~~607~~cash used in operating activities was $4,~~993~~914,818, ~~shares~~primarily ofreflecting ~~Class~~adjustments Afor ~~common~~non-cash ~~stock~~items ~~(after~~such ~~giving~~as ~~effect~~general toand ~~withdrawals~~administrative ofexpenses, ~~redemptions)~~the ~~exercised~~change ~~their~~in ~~right~~fair tovalue ~~redeem~~of ~~such~~derivative ~~shares~~warrant ~~for~~liabilities, ainterest ~~pro~~income ~~rata~~earned ~~portion~~on ofinvestments, ~~the~~and ~~funds~~changes in ~~the~~working ~~Trust~~capital, ~~Account.~~including Asaccrued aexpenses ~~result~~and ofincome taxes payable. For the ~~Third~~year ~~Extension~~ended ~~Redemptions~~December 31, ~~approximately~~2023, ~~$6.3~~net ~~million~~cash ~~(approximately~~used ~~$10.42~~in ~~per~~operating ~~share)~~activities was ~~removed~~$1,789,134, ~~from~~primarily ~~the~~due ~~Trust Account~~ to ~~pay~~general ~~such~~and ~~redeeming~~administrative ~~holders~~expenses and ~~approximately~~changes ~~$22.0~~in ~~million~~working ~~remained~~capital induring the ~~Trust Account~~period.

For the year ended December 31, ~~2022~~2024, net cash used in ~~operating~~investing activities was $~~547~~55,~~392~~111,773, ~~principally~~which ~~due~~included to the ~~payment~~purchase of ~~general~~marketable securities, acquisition of businesses, and ~~administrative~~the ~~expenses~~purchase ~~during~~of an equity investment. For the year ended December 31, 2023, net cash provided by investing activities was $62,544,762, primarily from cash redeemed from the Trust Account.

For the year ended December 31, ~~2023~~2024, net cash ~~used~~provided inby ~~operating~~financing activities was $1177,~~789~~540,~~134~~364, ~~principally~~primarily due to proceeds from the ~~payment~~issuance of ~~general~~convertible ~~and~~preferred ~~administrative~~stock. ~~expenses~~For ~~during~~ the year ended December 31, 2023, net cash used in financing activities was $62,144,762, primarily due to the redemption of Class A Common Stock.

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.-27-

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 initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial 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.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.

On March 1, 2023, our Sponsor agreed to loan the Company an aggregate of up to $250,000 for working capital purposes. The Company issued a promissory note to our Sponsor to evidence the loan. On November 2, 2023, the Company issued an amended and

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~~restated~~As ~~promissory note (the “Restated Note”) in the principal amount~~ of upDecember to31, ~~$550~~2024,~~000~~ to the ~~Sponsor.~~Company ~~The~~had ~~Restated~~cash ~~Note amends, restates, replaces~~ and ~~supersedes~~cash ~~that~~equivalents ~~certain promissory note dated March 1, 2023, in the principal amount~~ of $~~250~~117,~~000. The Restated Note does not bear interest~~521, ~~matures on the date of consummation of the Business Combination and is subject to customary events of default~~935. ~~The Restated Note will 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 December 31, 2023, the Company had ~~borrowed~~cash of $~~400~~8,~~000~~162 ~~under~~and ~~the~~investments ~~Restated~~held ~~Note.~~in ~~Under~~ the ~~terms~~Trust Account of ~~the promissory note~~$21, ~~this working capital loan is not convertible into warrants~~966,104.

WeOn ~~may~~May ~~need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business~~1, ~~undertaking in-depth due diligence and negotiating and consummating our initial business combination are less than the actual amount necessary to do so~~2024, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the ~~completion~~Company ofcompleted ~~our~~its ~~initial~~Asset ~~business combination~~Acquisition. IfIn ~~we are unable to complete our initial business combination because we do not have sufficient funds available to us~~addition, ~~we will be forced to cease operations and liquidate the Trust Account. The Company cannot provide any assurance that new financing will be available to it~~ on ~~commercially~~May ~~acceptable~~1, ~~terms~~2024, ~~if at all. These conditions raise substantial doubt about~~ the Company’s ~~ability~~completed ~~to continue as a going concern through one year from~~ the ~~date~~Equity ofForward ~~these~~Transaction, ~~financial~~resulting ~~statements~~in ifcash aproceeds ~~Business Combination is not consummated. These financial statements do not include any adjustments relating~~ to the ~~recovery of the recorded assets or the classification of the liabilities that might be necessary should the~~ Company beaggregating ~~unable~~approximately to$200 ~~continue as a going concern~~million. In ~~addition,~~connection ~~following~~with ~~our~~the ~~initial business combination~~Transaction, ~~if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Lastly,~~ the Company ~~will~~entered beinto ~~required to liquidate and dissolve if~~ the ~~Business~~Seller ~~Combination~~Lease ~~is not completed by May 3~~Agreement, ~~2024,~~which ~~unless~~results ~~extended.~~in ~~The~~annual ~~Company~~rental ~~intends~~revenue toof ~~complete~~approximately a$3 ~~Business Combination before the mandatory liquidation date as it may be extended in accordance with the Company’s Articles~~million.

~~Contractual~~Management ~~Obligations~~determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one-year period from the issuance date of the December 31, 2024 financial statements through November 28, 2026.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Registration Rights

The holders of founder shares, Private Placement Warrants, and securities that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement dated as of October 29, 2020. These holders are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $0.20 per unit, or $15 million in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $26.3 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete our initial business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of Consolidated financial statements and related disclosures in conformity with ~~accounting~~U.S. ~~principles~~ generally accepted inaccounting ~~the~~principles ~~United~~(“U.S. ~~States~~GAAP”) ~~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.

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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 value reported in the Consolidated Statements of Operations and Comprehensive Income (Loss). 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.

Preferred Stock Liability

We account for our Preferred Stock as a liability due to the conversion feature being considered non-substantive under applicable accounting guidance. However, the Company determined that the redemption features associated with the Preferred Stock are to be considered as clearly and closely related to the host contract and, therefore, do not require separate reporting at fair value for each reporting period.

In accordance with ASC 480-10 and after considering several factors, the Company determined that the issue price of $11.50 per share is deemed to be (or approximate) the fair value of the Preferred Stock at the issuance date. Because the settlement date for the Preferred Stock varies based on specified conditions, the Company’s determined that the Preferred Stock should be measured subsequently at the same per share amount as the issue price, which is the price that would be paid by the Company if the Preferred Stock were redeemed at the reporting date.

Business Combination

The Company accounts for business combinations in accordance with ASC 805, Business Combinations, allocating the purchase consideration to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill.

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The fair value determinations involve significant judgment and the use of estimates, particularly for identifiable intangible assets such as non-compete agreements and regulatory authorizations. Valuations are developed using income and cost approaches that rely on assumptions regarding forecasted cash flows, growth rates, discount rates, and useful lives.

Because these estimates are inherently subjective and depend on forward-looking assumptions, changes in market conditions or revisions to key inputs could materially affect the allocation of purchase consideration, the amount of goodwill recognized, and subsequent amortization expense.

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 Consolidated financial statements.

Off-Balance Sheet Arrangements

As of December 31, ~~2023~~2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~The~~Not net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account were invested in U.S. securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which were invested only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there has been no associated material exposure to interest rate risk.Applicable

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 (which we are permitted to use to pay our taxes and up to $100,000 of dissolution expenses) will again increase. Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate, and we cannot assure you that such rate will not decrease or increase significantly.

We have not engaged in any hedging activities since our inception and we do not expect to engage in hedging activities with respect to the market risk to which we are exposed.

Item 8.Financial Statements and Supplementary Data

Our financial statements and notes thereto begin on page F-1.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, are recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer (our “Certifying Officer”), the effectiveness of our disclosure controls and procedures as of December 31, ~~2023~~2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, due to the material ~~weakness~~weaknesses we have identified in our internal control over financial reporting described in management’s report on internal controls over financial reporting set forth below, our disclosure controls and procedures were not effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

-29-

Table of Contents

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, and has evaluated such internal control using the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~accounting principles generally accepted in the United States of America (~~U.S. GAAP).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2023~~2024. Based on that assessment, management concluded that, due to the material ~~weakness~~weaknesses we have identified in our internal control over financial reporting described below, our internal control over financial reporting was not effective as of December 31, ~~2023~~2024.

Our management concluded that there ~~was~~were a material ~~weakness~~weaknesses related to (i) our accounting for complex financial instruments, inincluding ~~internal~~debt, ~~control~~equity ~~over~~and ~~financial~~derivative ~~reporting~~instruments, asand ofnon-recurring ~~December~~transactions, 31and (ii) insufficient qualified accounting personnel, ~~2023~~accounting systems, segregation of duties and information technology controls. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our accounting for complex financial instruments and non-recurring transactions, ~~including~~and ~~through~~to ~~enhanced~~enhance analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. We can offer no assurance that our remediation plan will ultimately have the intended effects.

-52-

Table of Contents

Changes in Internal Control over Financial Reporting

Except as described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our accounting for complex financial instruments, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. We can offer no assurance that our remediation plan will ultimately have the intended effects.

Item 9B. Other Information

~~On March 25, 2024, the Company issued an amended and restated promissory note (the “Second Restated Note”) to the Sponsor~~None. 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. As of March 28, 2024, the Company had borrowed $900,000 under the Second Restated Note.

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, the Sponsor, and the other initial stockholders with respect to 9,375,000 Founder Shares held by the Sponsor, which will allow the Sponsor to transfer any or all of such shares without regard to such restrictions after the completion of our initial business combination, subject to restrictions under applicable securities laws.

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.

~~-53-~~Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

~~Table of Contents~~None.

~~Part III~~

~~Item 10.Directors, Executive Officers and Corporate Governance~~-30-

~~Officers~~Table ~~and~~of ~~Directors~~Contents

~~Our~~Part ~~officers and directors are as follows:~~III

Item 10.Directors, Executive Officers and Corporate Governance


Name	Age	Position
Charles W. Ergen	71	Chairman
Kyle Jason Kiser	59	Chief Executive Officer, Director
Gerald Gorman	68	Director
David K. Moskowitz	65	Director
Adrian Steckel	56	Director

Officers and Directors

Our officers and directors are as follows:

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 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.

Kyle 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 30 years. Since joining EchoSphere Corporation (later DISH) in 1987, he has held various operational, managerial and financial positions.


Name	Age	Position
Charles W. Ergen	72	Chairman
Kyle Jason Kiser	61	Chief Executive Officer, Director
Gerald Gorman	70	Director
David K. Moskowitz	67	Director
Adrian Steckel	58	Director

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~~Charles KW. ~~Moskowitz~~Ergen. ~~David K~~Mr. ~~Moskowitz,~~Ergen ~~who~~is our founder and has served as ~~one of~~ our ~~Directors~~Chairman since ~~October~~our ~~2021~~formation, ~~served~~and serves as a ~~director~~Director ~~and~~on ~~senior~~the ~~advisor~~Board of ~~DISH~~Directors ~~Network~~of ~~Corporation~~RED ~~until~~Technologies. ~~April~~He ~~2019.~~also ~~Prior~~serves toas ~~that~~Chairman, MrPresident and Chief Executive Officer of EchoStar and has been Chairman of the board of directors of EchoStar since its formation. ~~Moskowitz~~During ~~was~~the anpast ~~Executive~~five ~~Vice~~years, ~~President~~Mr. asErgen ~~well~~served as ~~Secretary~~executive chairman and ~~General~~chairman ~~Counsel~~of the board of directors of DISH ~~Network~~and ~~Corporation~~has ~~until~~held ~~2007.~~various Heexecutive ~~was~~officer ~~elected~~and todirector positions with DISH ~~Network~~and ~~Corporation’s~~its ~~Board~~subsidiaries inincluding ~~1998~~the position of Chief Executive Officer, which he held most recently from March 2015 to December 2017. During 1980, Mr. ~~Moskowitz~~Ergen ~~serves~~co-founded onDISH ~~the~~with ~~board~~his offuture ~~directors~~spouse, ofCantey ~~several~~M. ~~private~~Ergen, ~~companies~~ and ~~charitable~~James ~~organizations~~DeFranco.

Kyle Jason Kiser. Mr. Kiser has served as our Chief Executive Officer and Director since our formation, and serves as a Director on the Board of Directors of RED Technologies. 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-~~54-~~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.

~~Table~~David K. Moskowitz. David K. Moskowitz, who has served as one of ~~Contents~~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 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.

~~Number and Terms of Office of Officers and Directors~~-31-

~~Our~~Table ~~board~~ of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Gerald Gorman and Adrian Steckel, will expire at our first annual meeting. The term of office of the second class of directors, consisting of David Moskowitz and Jason Kiser, will expire at our second annual meeting. The term of office of the third class of directors, initially consisting of Charles W. Ergen, will expire at our third annual meeting.Contents

~~Prior~~Number toand ~~the~~Terms ~~completion~~ of anOffice ~~initial business combination, any vacancy on the board~~ of ~~directors~~Officers ~~may~~and be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of two-thirds of the voting power of our founder shares may remove a member of the board of directors for any reason.Directors

Our ~~Sponsor~~board of directors is divided into three classes, ~~upon~~with ~~and~~only ~~following~~one ~~consummation~~class of andirectors ~~initial~~being ~~business~~appointed ~~combination,~~in ~~will~~each beyear, ~~entitled~~and towith ~~nominate~~each ~~three~~class ~~individuals~~(except for ~~appointment~~those directors appointed prior to our ~~board~~first annual general meeting) serving a three-year term. The term of office of the first class of directors, asconsisting ~~long~~of asGerald Gorman and Adrian Steckel, will expire at our ~~Sponsor~~first ~~holds~~annual ~~any~~meeting. ~~securities~~The ~~covered~~term byof office of the ~~registration~~second class of directors, consisting of David Moskowitz and ~~stockholder~~Jason ~~rights~~Kiser, ~~agreement~~will expire at our second annual meeting. The term of office of the third class of directors, initially consisting of Charles W. Ergen, will expire at our third annual meeting.

~~Our~~Any ~~officers~~vacancy ~~are~~on ~~appointed~~the board of directors may be filled by a nominee chosen by a majority vote of the ~~board~~remaining directors then in office. Any or all of the directors ~~and~~may ~~serve~~be removed from office at ~~the~~any ~~discretion~~time, ofbut only for cause and by the ~~board~~affirmative vote of ~~directors.~~holders ~~Our~~of ~~board~~not less than two-thirds of ~~directors~~the isvoting ~~authorized~~power toof ~~appoint~~all ~~officers~~then asoutstanding itshares ~~deems~~of ~~appropriate~~Class A Common Stock.

~~Director~~Our ~~Independence~~officers are appointed by the board of directors and serve at the discretion of the board of directors. Our board of directors is authorized to appoint officers as it deems appropriate.

~~Nasdaq~~Director listing standards require that a majority of our board of directors be independent within one year of our initial public offering and that our initial business combination be approved by a majority of our independent directors. 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.Independence

~~Executive~~Our ~~Officer~~board has determined that Mr. Gorman, Mr. Moskowitz and ~~Director~~Mr. ~~Compensation~~Steckel are independent directors under applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

~~None of our executive officers or directors have received any cash compensation for services rendered to us. See Item 11, “~~Executive ~~Compensation”~~Officer ofand ~~this~~Director ~~Annual Report.~~Compensation

~~Committees~~See ofItem ~~the~~11, ~~Board~~“Executive Compensation” of ~~Directors~~this Annual Report.

~~Our~~Committees ~~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~~Board ~~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.~~Directors

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

~~The~~Audit 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.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 Rule 10A-~~55-~~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.

~~Table~~The ofaudit ~~Contents~~committee is responsible for:

~~The~~● ~~audit~~meeting ~~committee~~with isour ~~responsible~~independent ~~for:~~registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

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

● ~~monitoring~~verifying the ~~independence~~rotation of the ~~independent~~lead ~~registered~~(or ~~public~~coordinating) ~~accounting~~audit ~~firm~~partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

● ~~verifying~~inquiring ~~the~~and ~~rotation~~discussing ofwith ~~the~~management ~~lead~~our ~~(or~~compliance ~~coordinating)~~with ~~audit~~applicable ~~partner~~laws ~~having primary responsibility for the audit~~ and ~~the audit partner responsible for reviewing the audit as required by law~~regulations;

● ~~inquiring~~pre-approving all audit services and ~~discussing~~permitted ~~with~~non-audit ~~management~~services to be performed by our ~~compliance~~independent ~~with~~registered ~~applicable~~public ~~laws~~accounting firm, including the fees and ~~regulations~~terms of the services to be performed;

● ~~pre-approving~~appointing ~~all~~or ~~audit~~replacing ~~services~~the ~~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;~~-32-

●Table ~~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;Contents

● ~~establishing~~determining ~~procedures~~the ~~for~~compensation and oversight of the ~~receipt,~~work ~~retention~~of ~~and~~the ~~treatment~~independent registered public accounting firm (including resolution of ~~complaints~~disagreements ~~received~~between bymanagement usand ~~regarding~~the ~~accounting,~~independent ~~internal~~registered public accounting ~~controls~~firm orregarding ~~reports~~financial ~~which~~reporting) ~~raise~~for ~~material~~the ~~issues~~purpose ~~regarding~~of ~~our~~preparing ~~financial~~or ~~statements~~issuing an audit report or ~~accounting~~related ~~policies~~work;

● ~~monitoring~~establishing ~~compliance~~procedures onfor athe ~~quarterly~~receipt, ~~basis~~retention ~~with~~and ~~the~~treatment ~~terms~~ of ~~our~~complaints ~~initial~~received ~~public~~by ~~offering~~us ~~and,~~regarding ~~if any noncompliance is identified~~accounting, ~~immediately~~internal ~~taking~~accounting ~~all~~controls ~~action necessary to rectify such noncompliance~~ or ~~otherwise~~reports ~~causing~~which ~~compliance~~raise ~~with~~material ~~the~~issues ~~terms~~regarding our ~~initial~~financial ~~public~~statements ~~offering;~~or ~~and~~accounting policies;

● ~~reviewing~~monitoring ~~and~~compliance ~~approving~~on ~~all~~a ~~payments~~quarterly ~~made~~basis towith ~~our~~the ~~existing~~terms ~~stockholders,~~of ~~executive~~our ~~officers~~initial orpublic ~~directors~~offering and, ~~their~~if ~~respective~~any ~~affiliates.~~noncompliance ~~Any~~is ~~payments~~identified, ~~made~~immediately totaking ~~members~~all ofaction ~~our~~necessary ~~audit~~to ~~committee~~rectify ~~will~~such benoncompliance ~~reviewed~~or ~~and~~otherwise ~~approved~~causing bycompliance ~~our board of directors,~~ with the ~~interested~~terms ~~directors~~our ~~abstaining~~initial ~~from~~public ~~such~~offering; ~~review~~ and ~~approval.~~

~~Compensation~~● ~~Committee~~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.

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:~~

●The ~~reviewing~~members ~~and~~of ~~approving~~our oncompensation ancommittee ~~annual~~are ~~basis~~Mr. ~~the~~Gorman, ~~corporate~~who ~~goals~~serves ~~and~~as ~~objectives~~chairman ~~relevant~~of tothe ~~our~~compensation ~~Chief~~committee, ~~Executive~~and ~~Officer’s~~Mr. ~~compensation,~~Steckel. ~~evaluating~~Our ~~our~~board ~~Chief~~of ~~Executive~~directors ~~Officer’s~~determined ~~performance~~that ineach ~~light~~member of ~~such~~the ~~goals~~compensation ~~and~~committee ~~objectives~~is ~~and~~independent ~~determining~~under ~~and approving~~ the ~~remuneration~~rules ~~(if any)~~ of ~~our~~Nasdaq. ~~Chief~~The ~~Executive~~compensation ~~Officer~~committee ~~based~~is onresponsible ~~such evaluation;~~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 ~~all~~such goals and objectives and determining and approving the remuneration (if any) of our ~~other~~Chief ~~Section~~Executive 16Officer ~~executive~~based ~~officers~~on such evaluation;

● reviewing ~~our~~and ~~executive~~approving the compensation ~~policies~~of ~~and~~all ~~plans~~of our other Section 16 executive officers;

● ~~implementing~~reviewing ~~and administering~~ our ~~incentive~~executive compensation ~~equity-based~~policies ~~remuneration~~and plans;

● ~~assisting~~implementing ~~management~~and inadministering ~~complying with~~ our ~~proxy~~incentive ~~statement~~compensation ~~and~~equity-based ~~annual~~remuneration ~~report disclosure requirements~~plans;

● ~~approving~~assisting ~~all~~management ~~special~~in ~~perquisites,~~complying ~~special~~with ~~cash~~our ~~payments~~proxy ~~and~~statement ~~other special compensation~~ and ~~benefit~~annual ~~arrangements~~report ~~for~~disclosure ~~our executive officers and employees~~requirements;

~~-56-~~● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

~~Table~~● ofproducing ~~Contents~~a report on executive compensation to be included in our annual proxy statement; and

● ~~producing~~reviewing, aevaluating ~~report~~and onrecommending ~~executive~~changes, ~~compensation~~if appropriate, to bethe ~~included~~remuneration infor ~~our annual proxy statement; and~~directors.

●The ~~reviewing~~compensation committee may, ~~evaluating~~in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and ~~recommending~~will ~~changes~~be directly responsible for the appointment, ifcompensation ~~appropriate~~and oversight of the work of any such adviser. However, tobefore engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the ~~remuneration~~compensation ~~for~~committee ~~directors~~will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

~~The~~Director 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.Nominations

~~Director~~We ~~Nominations~~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. 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. As there is no standing nominating committee, we do not have a nominating committee charter in place.

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.-33-

~~The~~Table ~~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.Contents

~~Compensation~~The ~~Committee~~board ~~Interlocks~~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 ~~Insider~~evaluating ~~Participation~~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.

~~None~~Compensation ofCommittee ~~our~~Interlocks ~~executive officers currently serves,~~ and inInsider ~~the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.~~Participation

~~Compliance~~None ~~with~~of ~~Section~~our ~~16(~~executive officers currently serves, and in the past year has not served, as a) member of the ~~Exchange~~compensation ~~Act~~committee of any entity that has one or more executive officers serving on our board of directors.

~~Section~~Compliance ~~16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file~~ with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) ~~forms filed by such reporting persons. Based solely on our review~~ of such forms furnished to us and written representations from certain reporting persons, we believe that all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

~~Conflicts~~Section 16(a) of ~~Interest~~the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

InConflicts ~~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.~~Interest

~~-57-~~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.

~~Table~~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 to us, except if all of ~~Contents~~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.

~~Certain~~Notwithstanding ~~of our officers and directors presently have, and any of them in~~ the ~~future may have additional~~foregoing, fiduciary or contractual obligations to other entities, including 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 combination opportunities and, if such opportunities are pursued by such entities, we may bepursue ~~precluded~~an ~~from~~affiliated ~~pursuing~~joint ~~such~~acquisition ~~opportunities. Accordingly, if any of our officers or directors becomes aware of a business combination~~ opportunity ~~which~~with ~~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 combination 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. Our amended and restated articles of incorporation 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 to us, except if all of the following conditions are satisfied: (a) we have expressed an ~~interest~~officer 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~~contractual ~~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~~obligation.

~~Notwithstanding~~Our ~~the~~Articles ~~foregoing,~~also provide that we may ~~pursue~~enter aninto ~~Affiliated~~future ~~Joint~~transactions ~~Acquisition opportunity~~ with anDISH ~~entity~~and toEchoStar, ~~which~~including anagreements ~~officer~~not orto ~~director~~compete ~~has~~and aagreements ~~fiduciary~~causing oreach ~~contractual~~company’s ~~obligation.~~directors ~~Any~~and ~~such~~officers ~~entity~~to ~~may~~allocate ~~co-invest~~business ~~with~~opportunities between us, inEchoStar ~~the~~and/or ~~target~~its ~~at the time of our initial business combination~~affiliates, orincluding ~~we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities~~DISH.

~~Our~~Potential ~~amended~~investors should also be aware that our executive officers and ~~restated~~directors ~~articles~~are ofnot ~~incorporation~~required ~~also~~to, ~~provide~~and ~~that~~will wenot, commit their full time to our affairs, which may ~~enter~~result ~~into~~in ~~future~~a ~~transactions~~conflict ~~with~~of ~~DISH~~interest ~~and~~in ~~EchoStar,~~allocating ~~including~~their ~~agreements~~time ~~not~~between toour ~~compete~~operations and ~~agreements~~their ~~causing~~other ~~each~~businesses. ~~company’s~~Each ~~directors~~of ~~and~~our executive officers tois ~~allocate~~engaged in several other business ~~opportunities~~endeavors ~~between~~for ~~us,~~which ~~EchoStar~~he ~~and/or~~may ~~its~~be ~~affiliates~~entitled to substantial compensation, ~~including~~and ~~DISH~~our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

~~Potential~~We ~~investors~~cannot ~~should~~assure ~~also~~you bethat ~~aware~~any of the ~~following~~above-mentioned ~~other~~conflicts ~~potential~~will ~~conflicts~~be ofresolved ~~interest:~~in our favor.

● Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.34-

~~-58-~~Table of Contents

~~Table~~Limitation on Liability and Indemnification of ~~Contents~~Officers and Directors

● Our ~~initial~~bylaws ~~stockholders~~provide, ~~purchased~~pursuant ~~founder shares prior~~ to the ~~date~~authority ofin our ~~initial~~Articles, ~~public offering and purchased Private Placement Warrants in a transaction~~ that ~~closed simultaneously with the closing of~~ our ~~initial~~officers ~~public offering. Our independent directors have received or will receive Independent Director Shares on the date of their appointment. Our initial stockholders~~ and ~~independent~~ directors ~~have entered or~~ will ~~enter~~be ~~into~~indemnified ~~agreements~~by ~~with~~ us ~~pursuant~~ to ~~which~~the ~~they~~fullest ~~have~~extent ~~agreed~~permitted orby ~~will~~Nevada ~~agree~~law, toas ~~waive~~it ~~their~~may ~~redemption~~be ~~rights~~amended infrom ~~connection~~time ~~with the completion of our initial business combination with respect~~ to ~~their~~time. ~~founder~~In ~~shares~~addition, ~~Independent~~our ~~Director~~Articles ~~Shares~~eliminate ~~and~~the ~~any~~liability ~~public shares they hold. The other members~~ of our ~~management~~officers ~~team~~and ~~have~~directors ~~entered into agreements similar~~ to the ~~one~~fullest ~~entered~~extent ~~into~~permitted by ~~our~~Nevada ~~initial~~law. ~~stockholders~~Nevada ~~with~~law ~~respect~~provides tothat ~~any public shares acquired by them. Additionally,~~ our ~~initial~~directors ~~stockholders~~ and ~~independent~~officers ~~directors~~will ~~have~~not ~~agreed~~be toindividually ~~waive~~liable ~~their rights~~ to ~~liquidating~~us, ~~distributions~~our ~~from~~stockholders ~~the~~or ~~Trust~~our ~~Account~~creditors ~~with~~for ~~respect~~any todamages ~~their~~for ~~founder~~any ~~shares~~act ~~and~~or ~~Independent~~failure ~~Director Shares if we fail~~ to ~~complete~~act ~~our~~in ~~initial business combination within~~ the ~~prescribed~~capacity ~~time~~of ~~frame.~~a Ifdirector weor doofficer ~~not~~other ~~complete~~than ~~our~~in ~~initial~~circumstances ~~business~~where ~~combination~~both ~~within~~(i) the ~~prescribed~~presumption ~~time~~that ~~frame,~~ the ~~Private~~director ~~Placement~~or ~~Warrants~~officer ~~will~~acted ~~expire~~in ~~worthless.~~good ~~Furthermore~~faith, ~~our~~on ~~initial~~an ~~stockholders~~informed basis and ~~independent~~with ~~directors~~a ~~have~~view ~~agreed not~~ to ~~transfer, assign or sell any of their founder shares and Independent Director Shares until~~ the ~~earlier~~interests ~~to occur~~ of: ~~(i) 180 days after~~ the ~~completion~~corporation ofhas ~~our~~been ~~initial~~rebutted, ~~business combination~~ and (ii) the ~~date~~act ~~following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange~~ or ~~other~~failure ~~similar~~to ~~transaction~~act ~~that results in all~~ of ~~our stockholders (other than independent directors) having~~ the ~~right~~director ~~to exchange their common stock for cash, securities~~ or ~~other~~officer ~~property;~~is ~~except~~proven to ~~certain~~have ~~permitted~~been ~~transferees~~a ~~and~~breach ~~under certain circumstances. Subject to certain limited exceptions, the Private Placement Warrants will not be transferable until 30 days following the completion~~ of ~~our~~his ~~initial~~or ~~business~~her ~~combination.~~fiduciary ~~Because~~duties ~~each~~as ofa ~~our~~director ~~executive~~or ~~officers~~officer and ~~director~~such ~~nominees~~breach ~~will~~is ~~own~~proven ~~common~~to ~~stock~~have orinvolved ~~warrants~~intentional ~~directly or indirectly~~misconduct, ~~they~~fraud ~~may~~or ~~have~~ a ~~conflict~~knowing violation of ~~interest in determining whether a particular target is an appropriate business with which to effectuate our initial business combination~~law.

●We ~~Our~~have entered into agreements with our officers and directors ~~may~~to ~~have~~provide acontractual ~~conflict~~indemnification ofin ~~interest~~addition ~~with~~to ~~respect~~the toindemnification ~~evaluating~~provided afor ~~particular~~in ~~business~~our ~~combination~~Articles ifand ~~the~~bylaws. ~~retention~~Our orbylaws ~~resignation~~also permit us to secure insurance on behalf of any ~~such~~officer, ~~officers~~director ~~and~~or ~~directors~~employee ~~was~~for ~~included~~any byliability aarising ~~target~~out asof ahis ~~condition~~or toher ~~any~~actions, ~~agreement~~regardless ~~with~~of ~~respect~~whether toNevada ~~our~~law ~~initial~~would ~~business~~permit ~~combination~~such indemnification.

WeThe ~~are~~Company ~~not~~may ~~prohibited~~also ~~from~~purchase ~~pursuing~~a anpolicy ~~initial~~of ~~business~~directors’ ~~combination~~and ~~with~~officers’ aliability ~~business~~insurance ~~combination target~~ that isinsures ~~affiliated with~~ our ~~Sponsor,~~ officers orand directors oragainst ~~completing~~ the ~~business~~cost ~~combination~~of ~~through~~defense, asettlement ~~joint venture~~ or ~~other~~payment ~~form~~ of ~~shared~~a ~~ownership~~judgment ~~with~~in ~~our~~some ~~Sponsor,~~circumstances ~~officers~~and orinsures ~~directors.~~us Inagainst ~~the~~our ~~event~~obligations ~~we seek~~ to ~~complete~~indemnify our ~~initial business combination with a business combination target that is affiliated with our Sponsor, executive~~ officers orand directors,. ~~we,~~Except orwith arespect ~~committee~~to ofany ~~independent~~public ~~directors,~~shares ~~would~~they ~~obtain~~may ~~an opinion from an independent investment banking firm or a valuation or appraisal firm~~acquire, ~~that such initial business combination is fair to~~ our ~~company~~officers ~~from~~and adirectors ~~financial~~agreed ~~point of view. We are not required~~ to ~~obtain~~waive ~~such an opinion in~~ any ~~other~~right, ~~context. Furthermore~~title, ininterest ~~no event will our Sponsor~~ or ~~any~~claim of ~~our~~any ~~existing~~kind ~~officers~~in or ~~directors~~to or any ofmonies ~~their~~in ~~respective affiliates, be paid by~~ the ~~company~~Trust ~~any finder’s fee~~Account, ~~consulting~~and ~~fee~~not orto ~~other~~seek ~~compensation~~recourse ~~prior~~against ~~to,~~the orTrust Account for any ~~services~~reason ~~they~~whatsoever, ~~render~~including inwith ~~order~~respect to ~~effectuate,~~such ~~the completion of our initial business combination~~indemnification.

WeThese ~~cannot~~provisions ~~assure~~may ~~you~~discourage ~~that~~stockholders ~~any~~from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the ~~above-mentioned~~effect ~~conflicts~~of ~~will~~reducing bethe ~~resolved~~likelihood inof derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our ~~favor~~stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

InWe ~~the~~believe ~~event~~ that wethese ~~submit our initial business combination to our public stockholders for a vote~~provisions, ~~our~~directors’ ~~initial stockholders~~ and ~~independent~~officers’ ~~directors~~liability ~~have~~insurance ~~agreed~~and tothe ~~vote~~indemnity ~~their~~agreements ~~founder~~are ~~shares,~~necessary ~~Independent~~to ~~Director~~attract ~~Shares~~ and ~~any~~retain ~~public~~talented ~~shares~~and ~~purchased~~experienced byofficers ~~them~~and ~~in favor of initial business combination~~directors.

~~Limitation~~Availability ~~on Liability and Indemnification~~ of ~~Officers and Directors~~Documents

~~Our~~We ~~bylaws~~have ~~provide,~~filed ~~pursuant~~a tocopy ~~the~~of ~~authority in~~ our ~~amended~~form ~~and~~of ~~restated~~Code ~~articles~~ of ~~incorporation~~Ethics, ~~that~~ our ~~officers~~audit ~~and~~committee ~~directors~~charter ~~will~~and becompensation ~~indemnified~~committee bycharter ~~us to the fullest extent permitted by Nevada law,~~ as itexhibits ~~may be amended from time~~ to ~~time.~~the Inregistration ~~addition,~~statement ~~our~~filed ~~amended~~in ~~and~~connection ~~restated~~with ~~articles of incorporation eliminate the liability of~~ our ~~officers~~initial ~~and~~public ~~directors to the fullest extent permitted by Nevada law~~offering. ~~Nevada~~You ~~law provides that our directors and officers~~ will ~~not~~ be ~~individually~~able ~~liable~~ to ~~us,~~review ~~our~~these ~~stockholders~~documents orby accessing our ~~creditors~~public ~~for~~filings ~~any~~at ~~damages for any act or failure to act in~~ the ~~capacity~~SEC’s ofweb asite ~~director~~at orwww.sec.gov. ~~officer~~In ~~other than in circumstances where both (i) the presumption that the director or officer acted in good faith~~addition, ~~on an informed basis and with~~ a ~~view~~copy toof the ~~interests~~Code of ~~the~~Ethics ~~corporation~~will ~~has~~be ~~been~~provided ~~rebutted,~~without ~~and~~charge ~~(ii)~~upon ~~the~~request ~~act~~from orus. ~~failure~~We intend to ~~act~~disclose ofany ~~the~~amendments ~~director~~to or ~~officer~~waivers isof ~~proven~~certain toprovisions ~~have~~of ~~been~~our aCode ~~breach~~ of ~~his~~Ethics orin ~~her fiduciary duties as~~ a ~~director~~Current orReport ~~officer~~on ~~and~~Form ~~such breach is proven to have involved intentional misconduct, fraud or a knowing violation of law~~8-K.

~~-59-~~Insider Trading Policy

~~Table~~Our Board of ~~Contents~~Directors has adopted the CONX Corp. Insider Trading Policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, or by CONX Corp. itself. The policy has been reasonably designed to promote compliance with insider trading laws, rules and regulations.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated articles of incorporation and bylaws. Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Nevada law would permit such indemnification.

The Company may also purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Except with respect to any public shares they may acquire (in the event we do not consummate an initial business combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account, and not to seek recourse against the Trust Account for any reason whatsoever, including with respect to such indemnification.-35-

~~These~~Table ~~provisions may discourage stockholders from bringing a lawsuit against our directors for breach~~ of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.Contents

WeItem ~~believe that these provisions, directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors~~11.Executive Compensation

~~Availability~~The following sets forth the compensation of ~~Documents~~our Chief Executive Officer during fiscal 2024. No other persons served as executive officers during the Company’s fiscal year ended December 31, 2024. The amounts shown represent what was earned in the Company’s fiscal year ended December 31, 2024.

We2024 ~~have~~SUMMARY ~~filed~~COMPENSATION a copy of our form of Code of Ethics, our audit committee charter and compensation committee charter as exhibits to the registration statement filed in connection with our initial public offering. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.TABLE

Item 11.Executive Compensation

Nonqualified

Non-equity

deferred

Stock

Option

incentive plan

compensation

All other

Salary

Bonus

awards

compensation

earnings

compensation

Total

Name and principal position

Year

($)(1)

($)

Kyle Jason Kiser CEO, President & Director

2024

62,000

~~None~~(1) ofThe ~~our~~amount ~~executive~~in ~~officers~~this orcolumn ~~directors~~reflects ~~have~~the ~~received~~annual ~~any~~ cash ~~compensation~~retainer and meeting fees in respect of Mr. Kiser’s service as a director for ~~services~~the ~~rendered~~year toended usDecember 31, 2024 that were awarded in 2025. Mr. Kiser did not receive compensation during the period reported in connection with his role as Chief Executive Officer.

OnDescription ~~August 28, 2020, our founder purchased an aggregate~~ of ~~28,750,000~~Compensation 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 our Sponsor, in return for proportionate equity interests, resulting in our Sponsor holding 28,750,000 founder shares. On October 23, 2020, our Sponsor forfeited 7,187,500 founder shares, resulting in our Sponsor holding 21,562,500 founder shares. On October 23, 2020, we granted 10,000 Independent Director Shares to Gerald Gorman. On December 14, 2020, our Sponsor forfeited 2,812,500 founder shares, resulting in our Sponsor holding 18,750,000 founder shares. On January 27, 2021, we granted 10,000 Independent Director Shares to Adrian Steckel. On October 29, 2021, we granted 10,000 Independent Director Shares to David Moskowitz. We expect to make similar grants to any additional independent directors we may appoint prior to completion of our initial business combination. Our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential targets and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.Arrangements

~~-60-~~Mr. Kiser is compensated in accordance with the Company’s Director Compensation Program, which is described below under “Director Compensation Program”.

~~Table~~2024 ofOUTSTANDING ~~Contents~~EQUITY AWARDS AT FISCAL YEAR-END

After the completion of our initial business combination, our founder may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. 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. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. 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.

WeThere dowere ~~not~~no ~~intend~~outstanding toequity ~~take~~awards ~~any~~for ~~action to ensure that members of our management team maintain their positions with us after~~ the ~~consummation~~year ofended ~~our~~December ~~initial business combination~~31, ~~although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination~~2024. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

~~Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~

~~The~~Termination following table sets forth information regarding the beneficial ownership of our common stock as of March 28, 2024 based on information obtained from the persons named below and filings on Schedule 13-G made with the SEC, with respect to the beneficial ownership of shares of our common stock, by:Arrangements

~~● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;~~

●The ~~each~~Company does not maintain any employee benefit plans, including those that provide for the payment of ~~our~~retirement ~~executive~~benefits ~~officers~~or ~~and~~benefits ~~directors~~that will be paid primarily following retirement. The Company did not have any contracts or agreements that ~~beneficially~~provide ~~owns~~for ~~shares~~payments to Mr. Kiser at, following, or in connection with his resignation, retirement or other termination of ~~our~~service ~~common~~or a change in control in 2024. The award agreement for the stock; ~~and~~option granted to Mr. Kiser on April 1, 2025 provides for continued exercisability following certain terminations of his service. In the event Mr. Kiser ceases to be a director of the Company for any reason other than his death or disability, the option will remain exercisable until the earlier of a period of three months or the expiration date of the option. In the event of Mr. Kiser’s death or disability, the option will remain exercisable until the earlier of a period of twelve months or the expiration date of the option.

~~● all our executive officers and directors as a group.~~-36-

~~Unless~~Table ~~otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares~~ of ~~common stock beneficially owned by them.~~Contents

Director Compensation


	Class A Common Stock			Class B Common Stock
	Number of			Number of
	Shares			Shares
	Beneficially			Beneficially
Name and Address of Beneficial Owners(1)	Owned	% of Class		Owned (2)	% of Class
Moore Capital Management LP (3)	1,500,000	70.9	%	—	—
Jane Street Capital, LLC (4)	136,855	6.5	%	—	—
nXgen Opportunities, LLC (5)	—	—		18,750,000	100	%
Charles W. Ergen (5)	—	—		18,750,000	100	%
Kyle Jason Kiser	—	—		—	—
Gerald Gorman	10,000	*		—	—
David K. Moskowitz	10,000	*		—	—
Adrian Steckel	10,000	*		—	—
All directors and executive officers as a group (five individuals)	30,000	1.5	%	18,750,000	100	%

*LessThe following table sets forth the cash and noncash compensation earned by each of our directors for the fiscal year ended December 31, 2024 other than ~~one~~for ~~percent~~Mr. Kiser, who served as our Chief Executive Officer and whose compensation is reported in the Summary Compensation Table above.

~~(1) Unless~~2024 ~~otherwise~~DIRECTOR ~~noted, the business address of each of the following entities or individuals is 5701 S. Santa Fe Dr. Littleton, CO 80120.~~COMPENSATION

~~-61-~~

Table of Contents


	Fees Earned
	or Paid in	Option
	Cash	Awards
Name	($)(1)	($) (2)
Charles W. Ergen	60,000	0
Kyle Jason Kiser ⁽³⁾	62,000	0
Gerald Gorman	77,500	4,190
David K. Moskowitz	72,500	4,190
Adrian Steckel	73,000	4,190

(21) ~~Interests~~ ~~shown~~Includes ~~consist~~the ~~solely~~annual ofcash ~~shares~~retainer ofand ~~Class~~meeting Bfees. ~~common~~For ~~stock~~Mr. ~~which~~Ergen, ~~are~~reflects ~~referred~~the toannual ~~herein~~cash asretainer ~~founder~~and ~~shares.~~meeting ~~Such~~fees ~~shares~~in ~~will~~respect ~~automatically convert into shares~~ of ~~Class~~his Aservice ~~common~~in ~~stock~~2024 atthat ~~the~~was ~~time~~awarded ofin ~~our~~2025. ~~initial~~In ~~business~~addition, ~~combination on a one-~~for~~-one~~ ~~basis,~~Messrs. ~~subject~~Gorman toand ~~adjustment,~~Steckel asincludes ~~described~~the inannual ~~the~~cash ~~section~~retainer ~~entitled~~for ~~“Description~~a ofcommittee ~~Securities~~chair.”

(32) ~~Holdings~~ asThe ofamounts ~~December~~reported ~~31,~~in ~~2023~~the as“Option ~~reported~~Awards” oncolumn ~~Schedule~~reflect ~~13G~~the ~~filed~~aggregate bygrant ~~Moore~~date ~~Capital~~fair ~~Management~~values LPin ~~(“MCM”),~~accordance awith ~~Delaware~~FASB ~~limited~~ASC ~~partnership,~~Topic ~~MMF~~718. ~~LT,~~Assumptions ~~LLC~~used ~~(“MMF”),~~in ~~Moore~~the ~~Global~~calculation ~~Investments,~~of ~~LLC~~these ~~(“MGI”)~~amounts ~~and~~are ~~Moore~~included ~~Capital~~in ~~Advisors,~~Note ~~L.L.C.~~14 ~~(“MCA”),~~to ~~each~~this a10-K. ~~Delaware~~Pursuant ~~limited~~to ~~liability~~our ~~company,~~Amended and ~~Mr.~~Restated ~~Louis~~2024 M.Director ~~Bacon,~~Stock inIncentive ~~his~~Plan ~~capacity~~(the as“2024 ~~chairman~~Plan”), ~~chief~~each ~~executive~~of ~~officer~~Messrs. Gorman, Moskowitz and ~~director~~Steckel ofwere ~~MCM.~~granted ~~According~~an option to ~~Schedule~~acquire ~~13G~~5,000 ~~MCM,~~shares asof ~~the~~Class ~~investment~~A ~~manager~~Common ofStock ~~MMF,~~at ~~has~~an ~~voting~~exercise ~~and~~price ~~investment~~of ~~control~~$1.46 ~~over~~per ~~the~~share ~~shares~~on ~~held~~December by31, ~~MMF~~2024. ~~MGI~~All ~~and~~of ~~MCA~~these ~~are~~options ~~the~~were ~~sole~~100% ~~owners~~vested ofupon ~~MMF~~issuance. ~~Mr.~~The ~~Bacon~~aggregate ~~controls~~number ~~the~~of ~~general~~stock ~~partner~~awards ofand ~~MCM,~~option isawards ~~the~~outstanding ~~chairman~~as ~~and~~of ~~director~~December 31, 2024, for each of ~~MCA~~Messrs. Gorman, Moskowitz and isSteckel were the ~~indirect~~options ~~majority~~granted ~~owner~~on ofDecember ~~MMF~~31, 2024 described above.

(43) ~~Holdings~~ asAmounts ofin ~~December~~this ~~31,~~row ~~2023~~reflect asMr. ~~reported~~Kiser’s annual cash retainer and meeting fees in respect of his service on ~~Schedule~~the ~~13G~~Board ~~filed~~of byDirectors ~~Jane~~in ~~Street~~2024 ~~Group,~~that ~~LLC~~was awarded in 2025. These amounts are also set forth above in the Summary Compensation Table.

~~(5) Our~~Director ~~Sponsor~~Compensation is the record holder of the shares reported herein. Charles W. Ergen controls our Sponsor. Charles W. Ergen disclaims beneficial ownership over any securities owned by our Sponsor other than to the extent of his pecuniary interest therein.Program

~~Changes in Control.~~

~~Not~~In ~~applicable~~November 2024, the Company introduced a compensation program for its non-employee directors. Each of Mr. Gorman, Mr. Moskowitz, and Mr. Steckel were compensated under this program for their respective service during 2024.

In February 2025, the Board, including a majority of the independent directors, determined to provide a compensation program for all of its directors, including directors who are not non-employee directors and certain directors of subsidiaries of the Company, in order to attract, motivate and retain qualified individuals and align their interests with those of the Company’s stockholders.

~~Item 13~~Messrs.~~Certain~~ ~~Relationships~~Ergen and ~~Related~~Kiser ~~Transactions~~served on the Board for the whole of fiscal year 2024 without compensation. In February 2025, the Board, including a majority of the independent directors, approved cash compensation for Messrs. Ergen and ~~Director~~Kiser ~~Independence~~for their service in 2024 consistent with the cash compensation provided to the non-employee directors in 2024 and approved the grant to each of Messrs. Ergen and Kiser, effective April 1, 2025, of a fully vested option to acquire 5,000 shares of Class A Common Stock at an exercise price of $1.52 per share under the 2024 Plan in respect of their service in 2024.

~~Our~~Table ~~Sponsor 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.Contents

OnThe ~~October 23, 2020, we granted 10,000 shares of Class A common stock (“Independent~~ Director ~~Shares”)~~Compensation toProgram ~~one~~is ofdescribed 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 David Moskowitz. We expect to make similar grants to our additional independent directors we may appoint prior to completion of our initial business combination.below:

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any 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 combination opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. We may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities.

Initial Option Grant	Upon initial election or appointment to the Board of Directors or the board of directors of a subsidiary of CONX, a director will be granted a fully vested option to acquire 10,000 shares of Class A Common Stock with a grant date on the first day of the calendar quarter following the quarter in which such person initially is elected or appointed to such board of directors.
Annual Cash Retainer – Director	Each director will receive an annual cash retainer of $60,000, which is paid in equal quarterly installments, provided such person is a member of the Board of Directors or the board of directors of a subsidiary of CONX on the last day of the applicable calendar quarter.
Annual Cash Retainer – Committee Chair	Any director who is the chair of a committee of the Board of Directors will receive a $5,000 annual cash retainer, which is paid in equal quarterly installments, provided such person is the chair of the committee on the last day of the applicable calendar quarter
Meeting Fee	Directors will also receive a $1,000 cash payment for each meeting attended in person and a $500 cash payment for each meeting attended remotely, provided that, if there is more than one meeting of the Board of Directors, its committees or the board of directors of a subsidiary of CONX on the same day, then the applicable director is only entitled to receive compensation for attendance at a single meeting.
Discretionary Equity-Based Award Grants	Directors may receive discretionary grants of options to acquire shares of Class A Common Stock or other equity-based awards annually. There is a current expectation to typically grant each continuing director an option to acquire 5,000 shares of Class A Common Stock each year that is 100% vested upon grant and has a term of five years.
Expense Reimbursement	Directors will also receive reimbursement, in full, of: (i) reasonable travel expenses related to attendance at all meetings of the Board of Directors, its committees and the board of directors of a subsidiary of CONX; and (ii) reasonable expenses related to educational activities undertaken in connection with service on the Board of Directors, its committees and the board of directors of a subsidiary of CONX.

~~Furthermore, we are not under any obligation to sell any such units. Such investment would be made on terms and conditions determined at the time of the business combination.~~

WePolicies ~~currently~~And ~~utilize~~Practices ~~office~~Related ~~space~~to atthe ~~5701~~Grant ~~S. Santa Fe Dr., Littleton, CO 80120 from our founder, for which we do not pay any compensation. No compensation~~ of ~~any~~Certain ~~kind,~~Equity ~~including~~Awards ~~finder’s~~Close ~~and~~in ~~consulting~~Time ~~fees,~~to ~~will be paid by~~ the ~~company~~Release toof ~~our~~Material ~~Sponsor,~~Nonpublic Information

~~-62-~~

~~Table~~The following is a discussion of ~~Contents~~the Company’s equity award grant practices in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Other than the Initial Option Grant, which is granted on the first day of the calendar quarter following the quarter in which such person initially is elected or appointed, as described above under “Director Compensation Program”, equity awards are discretionary. The Board did not take material nonpublic information into account when determining the timing and terms of the stock option grants on December 31, 2024 and April 1, 2025. The December 31, 2024 grant was made on the last day of the calendar quarter in which the Board approved the grant, and the April 1, 2025 grant was made on the first day of the calendar quarter following the quarter the Board approved the grant.

~~executive~~Item ~~officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination~~12.Security ~~However,~~Ownership ~~these individuals will be reimbursed for any out-~~of~~-pocket~~ ~~expenses~~Certain ~~incurred~~Beneficial inOwners ~~connection~~and ~~with~~Management ~~activities on our behalf such as identifying potential targets~~ and ~~performing~~Related ~~due~~Stockholder ~~diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.~~Matters

~~Prior~~The tofollowing ~~the~~table ~~closing~~sets offorth ~~our~~information ~~initial~~regarding ~~public~~the ~~offering,~~beneficial ~~our~~ownership ~~founder~~of ~~agreed~~our tocommon ~~loan~~stock usas upof toNovember $128,~~000,000~~ to2025 bebased ~~used~~on ~~for~~information aobtained ~~portion~~from of the ~~expenses~~persons ofnamed ~~our~~below ~~initial~~and ~~public~~filings ~~offering.~~on ~~This~~Schedules ~~loan~~13D ~~was~~or ~~non-interest~~13G ~~bearing,~~made ~~unsecured~~with ~~and~~the ~~due~~SEC, atwith ~~the~~respect ~~earlier~~to ofthe ~~December 31,~~beneficial ~~2021~~ownership orof ~~the~~shares ~~closing~~ of our ~~initial~~common ~~public offering. This loan was repaid on November 3~~stock, ~~2020.~~by:

In● ~~connection with the First Extension, our Sponsor agreed to advance to us (i) $0.02 for~~ each ~~public~~person ~~share~~known that was not redeemed in connection with the First Special Meeting plus (ii) $0.02 for each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on the 3rd day of each subsequent month, or portion thereof, that we required to complete a business combination from November 3, 2022 until June 3, 2023 (such advances, the “First Extension Loans”). In connection with the First Extension, 66,651,616 shares of Class A common stock were redeemed in the First Extension Redemptions and 8,348,384 shares of Class A Common Stock were not redeemed. Our Sponsor had advanced a total of $1,168,774 to the Trust Account as of December 31, 2023. The First Extension Loans do not bear interest to our Sponsor or its designee and are repayable by us to ~~our~~be ~~Sponsor or its designee upon~~ the ~~earlier~~beneficial ~~of:~~owner ~~(i) the consummation~~ of anmore ~~initial~~than ~~business~~5% ~~combination or (ii) our liquidation. Our Sponsor has waived any and all rights to the monies held in the Trust Account with respect to those First Extension Loans. At the option~~ of our ~~Sponsor,~~outstanding upshares ~~to $1,500,000~~ of ~~the~~common ~~First Extension Loans may be converted into warrants identical to the Private Placement Warrants, at $1.50 per warrant.~~stock;

On● ~~October~~each ~~31, 2022, we issued a promissory note in the principal amount~~ of ~~up to $1,168,774 to~~ our ~~Sponsor~~executive ~~(the~~officers ~~“First~~and ~~Extension~~directors ~~Note”),~~that ~~evidencing~~beneficially ~~our~~owns ~~indebtedness~~shares ~~with respect to the First Extension Loans. As~~ of ~~December~~our ~~31,~~common ~~2023,~~stock; ~~the balance of the First Extension Note was $1,168,774.~~and

In● ~~connection~~all ~~with the Second Extension,~~ our ~~Sponsor~~executive ~~agreed~~officers to advance to us (i) $0.04 for each public share that was not redeemed in connection with the Second Special Meeting plus (ii) $0.04 for each public share that is not redeemed for each subsequent calendar month commencing on July 3, 2023, and ondirectors ~~the~~as ~~3rd day of each subsequent month, or portion thereof, that we require to complete~~ a ~~business combination from June 3, 2023 until November 3, 2023 (such advances, the “Second Extension Loans”)~~group. In connection with the Second Extension, 5,650,122 shares of Class A common stock were redeemed in the Second Extension Redemptions and 2,698,262 shares of Class A Common Stock were not redeemed. Our Sponsor had advanced a total of $539,652 to the Trust Account as of December 31, 2023. The Second Extension Loans do not bear interest to our Sponsor or its designee and are repayable by us to our Sponsor or its designee upon the earlier of: (i) the consummation of an initial business combination or (ii) our liquidation. Our Sponsor has waived any and all rights to the monies held in the Trust Account with respect to those Second Extension Loans. At the option of our Sponsor, up to $300,000 of the Second Extension Loans may be converted into warrants identical to the Private Placement Warrants, at $1.50 per warrant.

On June 2, 2023, we issued a promissory note in the principal amount of up to $539,652 to our Sponsor (the “Second Extension Note”), evidencing our indebtedness with respect to the Second Extension Loans. As of December 31, 2023, the balance of the Second Extension Note was $539,652.-38-

InTable ~~connection with the Third Extension, 607,993 shares~~ of ~~Class A common stock were redeemed in the Third Extension Redemptions and 2,090,269 shares of Class A Common Stock were not redeemed.~~ Contents

OnUnless ~~November~~otherwise 2indicated, ~~2023,~~we ~~the~~believe ~~Company issued an amended and restated promissory note (the “Restated Note”) in the principal amount of up to $550,000 to our Sponsor. The Restated Note amends, restates, replaces and supersedes~~ that ~~certain~~all ~~promissory~~persons ~~note~~named ~~dated March 1, 2023,~~ in the ~~principal~~table ~~amount~~have ofsole ~~$250,000.~~voting ~~The Note does not bear interest, matures on the date of consummation of the Business Combination~~ and isinvestment ~~subject~~power towith ~~customary~~respect ~~events of default. The Restated Note will be repaid only~~ to ~~the~~all ~~extent~~shares ~~that the Company has funds available to it outside~~ of ~~its~~common ~~trust~~stock ~~account~~beneficially ~~established~~owned inby ~~connection with its initial public offering~~them. ~~As of December 31, 2023, the Company had borrowed $400,000 under the Restated Note.~~

InThe ~~addition~~beneficial ownership of shares of the Company’s common stock is based on 18,928,585 inshares ~~order~~of toClass ~~finance~~A ~~transaction~~Common ~~costs~~Stock inissued ~~connection~~and outstanding as of November 28, 2025, and (i) with anrespect ~~intended~~to ~~initial~~Charles ~~business~~W. ~~combination~~Ergen, ~~our~~nXgen ~~Sponsor~~and orall andirectors ~~affiliate~~and executive officers as a group, 30,311,918 shares of ~~our~~Class ~~Sponsor~~A orCommon ~~certain~~Stock, giving effect to the exercise of ~~our~~(A) ~~officers~~11,333,333 Private Placement Warrants to purchase shares of Class A Common Stock and ~~directors~~(B) ~~may~~50,000 ~~but~~stock ~~are~~options ~~not~~to ~~obligated~~purchase shares of Class A Common Stock awarded under the 2024 Plan, and (ii) with respect to the Trust, ~~loan~~36,319,885 usshares ~~funds~~of asClass ~~may~~A beCommon ~~required~~Stock, ongiving aeffect to the conversion of 17,391,300 shares of Preferred Stock into shares of Class A Common Stock.

~~-63-~~Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC.

~~Table of Contents~~

non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.


	Number of Shares of
	Class A Common Stock	Percentage
Name and Address(1)	Beneficially Owned	of Class(2)
nXgen Opportunities, LLC⁽³⁾⁽⁴⁾	30,083,333	99.25	%
Charles W. Ergen⁽³⁾⁽⁴⁾	30,093,333	99.28	%
Ranch Legacy Trust⁽⁵⁾	17,391,300	47.88	%
Jason Kiser⁽³⁾	10,000		*
Gerald Gorman	20,000		*
David K. Moskowitz	20,000		*
Adrian Steckel	20,000		*
All directors and executive officers as a group (five individuals)	30,163,333	99.51	%

~~Any~~*Less ofthan ~~the~~one foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our initial business combination have been or will be made using funds held outside the Trust Account.percent

~~After~~(1) ~~our~~Unless ~~initial~~otherwise ~~business combination~~indicated, ~~our founder may be paid consulting, management or other fees from~~ the ~~combined~~business ~~company~~address with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our stockholders. It is unlikely the amount of ~~such~~each ~~compensation will be known at the time~~ of ~~distribution of such tender offer materials or at~~ the ~~time~~persons ofreferenced aherein ~~stockholder~~is ~~meeting~~5701 ~~held~~S. toSanta ~~consider~~Fe ~~our~~Dr. ~~initial business combination~~Littleton, asCO ~~applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation~~80120.

~~Policy~~(2) ~~for~~Describes ~~Approval~~the ownership percentage of ~~Related~~shares ~~Party~~beneficially ~~Transactions~~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.

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: (i3) in ~~which~~nXgen ~~the company was or~~ is ~~to be a participant; (ii)~~ the ~~amount~~record ofholder ~~which exceeds (or is reasonably expected to exceed) the lesser~~ of ~~$120,000~~ ~~or 1% of~~ the ~~average~~securities ofreported ~~the~~herein. ~~company’s~~Charles ~~total~~W. ~~assets~~Ergen atcontrols ~~year~~nXgen. ~~end~~Mr. ~~for~~Ergen ~~the~~has ~~prior~~a ~~two~~90% ~~completed~~economic ~~fiscal years~~interest in ~~the~~nXgen ~~aggregate over the duration of the transaction (without regard to profit or loss);~~ and ~~(iii) in~~our ~~which~~Chief aExecutive ~~“related~~Officer, ~~party”~~Jason ~~had~~Kiser, has ~~or will have~~ a ~~direct~~10% oreconomic ~~indirect material~~ interest. ~~“Related parties” under this policy will include: (i) our directors~~in, ~~nominees~~but ~~for~~no ~~director or executive officers; (ii) any record or~~ beneficial ~~owner~~ownership ofover ~~more than 5% of~~ any ~~class of our voting~~ securities; ~~(iii) any~~owned 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 Regulation S-K under the Exchange Act. Management will present to the audit committee each proposed related party transactionby, ~~including all relevant facts and circumstances relating thereto~~nXgen. ~~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~~Mr. ~~The~~Ergen ~~policy~~disclaims ~~will~~beneficial ~~not~~ownership ~~permit~~over any ~~director~~securities orowned ~~executive~~by ~~officer~~nXgen toother ~~participate~~than into the ~~discussion~~extent of, orhis ~~decision~~pecuniary ~~concerning,~~interest ~~a related person transaction in which he or she is the related party~~therein.

~~Director~~(4) ~~Independence~~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.

~~Nasdaq~~(5) ~~listing~~The ~~standards~~shares ~~require~~reported ~~that~~herein agive ~~majority~~effect to 17,391,300 shares of ~~our~~Class ~~board~~A Common Stock issuable upon conversion of ~~directors~~the bePreferred ~~independent~~Stock. Pursuant to the Certificate of Designation, on the tenth trading day 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 ~~year~~share of ~~our~~Class ~~initial~~A ~~public~~Common ~~offering~~Stock, subject to certain limitations and ~~that~~customary ~~our~~adjustments ~~initial~~for ~~business~~stock ~~combination~~dividends, bestock ~~approved~~splits and similar corporate actions. The securities are held directly by athe ~~majority~~Ranch ofLegacy ~~our~~Trust ~~independent~~(the ~~directors~~“Trust”). ACentennial ~~majority~~Fiduciary ofManagement ~~our~~LLC ~~board~~(the “Trustee”) is the trustee of ~~directors~~the Trust and Robert J. Hooke is ~~comprised~~the trust officer of ~~independent~~the ~~directors~~Trustee. ~~Our~~Each ~~board~~such ~~has~~person ~~determined~~may ~~that~~be ~~Mr.~~deemed ~~Gorman,~~to ~~Mr.~~have ~~Moskowitz~~beneficial ~~and~~ownership ~~Mr.~~of ~~Steckel~~the ~~are~~shares ~~independent~~solely ~~directors~~by ~~under~~virtue ~~applicable~~of ~~SEC~~its position as trustee of the Trust or trust officer of the Trustee, respectively, and ~~Nasdaq~~disclaims ~~rules~~beneficial ownership over any securities owned by the Trust other than to the extent of its pecuniary interest therein. ~~Our~~The ~~independent~~business ~~directors~~address ~~have~~of ~~regularly~~the ~~scheduled~~Trust ~~meetings~~is at1623 ~~which~~Central ~~only~~Ave., ~~independent~~Suite ~~directors~~2014, ~~are~~Cheyenne, ~~present~~WY 82001.

-39-

~~Item~~Table ~~14.Principal~~of ~~Accounting Fees and Services~~Contents

~~The~~Changes ~~following~~in ~~is a summary of fees paid or to be paid to WithumSmith+Brown, PC, or Withum, for services rendered~~Control.

~~Audit~~Not ~~Fees~~applicable. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Form 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2022 and December 31, 2023 totaled $115,240 and $122,200, respectively. The above amount includes interim procedures and audit fees, as well as attendance at audit committee meetings.

~~-64-~~

~~Table~~Equity ofCompensation ~~Contents~~Plan Information.

~~Audit-Related~~The ~~Fees.~~following ~~Audit-related~~table ~~services~~summarizes ~~consist~~our ofequity ~~fees~~compensation ~~billed~~plan ~~for~~information ~~assurance~~as ~~and related services that are reasonably related to performance~~ of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for consultations concerning financial accounting and reporting standards for the years ended December 31, ~~2022 and December 31, 2023.~~2024:

Tax Fees. We did not pay Withum for tax planning and tax advice for the years ended December 31, 2022 and December 31, 2023.



					Number of Securities
					Remaining Available
					for Future Issuance
					Under Equity
	Number of Securities to		Weighted-average		Compensation Plans
	Be Issued Upon		Exercise Price of		(excluding securities
	Exercise of		Outstanding		reflected in column
	Outstanding Options		Options		(a))
Plan Category	(a)		(b)		(c)
Equity Compensation Plans Approved by Security Holders	—		—		—
Equity Compensation Plans Not Approved by Security Holders	15,000	⁽¹⁾	1.46	⁽²⁾	135,000

~~All~~(1) ~~Other~~Represents ~~Fees.~~shares Weof ~~did~~Class ~~not~~A ~~pay~~Common ~~Withum~~Stock ~~for~~underlying ~~other~~stock ~~services~~options ~~for~~held ~~the~~by ~~years~~Messrs. ~~ended December 31~~Gorman, ~~2022~~Moskowitz and ~~December~~Steckel ~~31,~~awarded ~~2023~~under the 2024 Plan.

~~Pre~~(2) Represents the weighted-~~Approval~~average ~~Policy~~exercise price of stock options outstanding under the 2024 Plan.

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Item 13.Certain Relationships and Related Transactions, and Director Independence

~~Part~~Founder IVShares

~~Item 15.Exhibits and Financial Statement Schedules~~

~~The~~On ~~following~~March ~~documents~~25, ~~are~~2024, ~~filed~~the asCompany ~~part~~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. As of the date of this ~~report:~~Annual Report, all lock-up restrictions have lapsed.

~~(1) Financial Statements~~

On October 29, 2020, nXgen entered into a registration and stockholders’ rights agreement (2the “Registration Rights Agreement”) ~~Financial~~pursuant ~~Statements~~to ~~Schedules~~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.

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in is Item 15 of Part IV below.

~~(3)~~Equity ~~Exhibits~~Forward Transaction

WeOn ~~hereby~~November ~~file~~1, as2023, ~~part~~CONX ofentered ~~this~~into ~~report~~the Subscription Agreement with our Founder. Pursuant to the ~~exhibits~~Subscription ~~listed~~Agreement, inour Founder or an affiliate (the ~~attached~~“Subscriber”), ~~Exhibit~~agreed, ~~Index.~~subject ~~Copies~~to the closing of ~~such~~CONX’s ~~material~~initial ~~can~~business becombination, ~~obtained~~to onpurchase, and CONX agreed to issue and sell to the ~~SEC~~Subscriber, ~~website~~17,391,300 shares of the Company’s Preferred Stock, par value $0.0001 per share, at ~~www~~an aggregate purchase price of approximately $200 million, or $11.~~sec~~50 per share.~~gov.~~

~~-65-~~

~~Table~~On March 25, 2024, the Company and the Subscriber entered into an amendment to the Subscription Agreement amending the terms of ~~Contents~~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.

~~Item 16.Form 10~~-~~K Summary~~40-

~~Registrants~~Table ~~may voluntarily include a summary~~ of ~~information required by Form 10-K under this Item 16. The Registrant has elected not to include such summary information.~~Contents

On May 1, 2024, the Company completed the Equity Forward Transaction pursuant to the terms of the Subscription Agreement. Prior to May 1, 2024, our Founder assigned the Subscription Agreement in accordance with its terms to the Trust. On May 1, 2024, 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.

ExhibitNumber		Description
1.1		Underwriting Agreement, dated October 29, 2020, by and among the Company and Deutsche Bank Securities Inc. (Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
3.1		Third Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 8, 2023).
3.3		Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
4.1		Warrant Agreement, dated October 29, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
4.2		Description of Securities (Incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K, filed on March 1, 2023).
10.1		Letter Agreement, dated October 29, 2020, by and among the Company, its executive officers, its directors and nXgen Opportunities, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
10.2		Investment Management Trust Agreement, dated October 29, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
10.3		Registration Rights and Stockholder Agreement, dated October 29, 2020, by and among the Company, nXgen Opportunities, LLC and the other holders party thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
10.4		Private Placement Warrants Purchase Agreement, dated October 29, 2020, by and among the Company and nXgen Opportunities, LLC (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
10.5		Form of Indemnity Agreement between the Company and each of the officers and directors of the Company (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
10.6		Promissory note (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 1, 2022)
10.7		Promissory Note (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 - K filed on May 9, 2023)
10.8		Amended and Restated Promissory Note (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 - K filed on November 8, 2023)
10.9		Subscription Agreement, dated November 1, 2023. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 - K filed on November 1, 2023)
31.1		Certification of Chief Executive Officer (Principal Executive, Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

**Working ~~These~~Capital ~~certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~ and ~~are~~Extension deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.Loans

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 May 1, 2024, we satisfied and discharged its obligations under the Second Restated Note by repaying in full the principal amount of $900,000 to nXgen.

~~-66-~~Our founder and Chairman, Mr. Ergen, through his interest in nXgen, is the 99.3% controlling shareholder of our Class A Common Stock. Mr. Ergen is also the Chairman, President, Chief Executive Officer and 86.8% controlling shareholder of EchoStar.

~~Table of Contents~~Acquisitions

~~INDEX~~On TOMay ~~FINANCIAL~~1, ~~STATEMENTS~~2024, the Company completed its previously announced purchase from Seller, a subsidiary of EchoStar, of 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 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 Articles.

On May 1, 2024, 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, 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, an affiliate of Seller.

		Page
Audited Financial Statements of CONX Corp:
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2023 and 2022		F-3
Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022		F-5
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Notes to Financial Statements		F-7

DISH, which is the guarantor under the Seller Lease Agreement, files annual, quarterly and current reports with the SEC. Such reports include the audited financial statements of DISH. DISH’s publicly available filings can be found on the SEC’s website at www.sec.gov and on EchoStar’s website at https://ir.echostar.com/financial-information/sec-filings. Neither DISH’s nor EchoStar’s filings or the other information contained on EchoStar’s website are incorporated by reference herein.

PIPE Investment

Policy for Approval of Related Party Transactions

F-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 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. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

~~Table of Contents~~-41-

~~Report~~Table of ~~Independent Registered Public Accounting Firm~~Contents

ToDirector ~~the Board of Directors and Stockholders of~~Independence

~~CONX~~A ~~Corp~~majority of our board of directors is comprised of independent directors. Our board has determined that Mr. Gorman, Mr. Moskowitz and Mr. Steckel are independent directors under applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

~~Opinion on the Financial Statements~~

WeItem ~~have audited the accompanying balance sheets of CONX Corp~~14.Principal ~~(the~~Accounting ~~“Company”)~~Fees ~~as of December 31, 2023~~ and 2022, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022 in conformity with accounting principles generally accepted in the United States of America.Services

~~Going~~The ~~Concern~~following is a summary of fees paid or to be paid to WithumSmith+Brown, PC, or Withum, for services rendered.

~~The~~Audit ~~accompanying~~Fees. ~~financial~~Audit ~~statements~~fees ~~have~~consist ~~been~~of ~~prepared~~fees ~~assuming~~billed ~~that~~for ~~the~~professional ~~Company~~services ~~will~~rendered ~~continue~~for asthe aaudit ~~going~~of ~~concern.~~our Asyear-end ~~discussed~~financial instatements ~~Note~~and 1services tothat ~~the~~are ~~financial~~normally ~~statements,~~provided ifby ~~the~~Withum ~~Company~~in isconnection ~~unable~~with toregulatory ~~raise~~filings. ~~additional~~The ~~capital~~aggregate orfees ~~complete~~billed aby ~~business~~Withum ~~combination~~for byprofessional ~~May~~services 3,rendered ~~2024,~~for ~~then~~ the ~~Company~~audit ~~will~~of ~~cease~~our ~~all~~annual ~~operations~~financial ~~except~~statements, ~~for~~review of the ~~purpose~~financial ofinformation ~~liquidating.~~included ~~The~~in ~~liquidity~~our ~~condition~~Form ~~and~~10-K ~~date~~ for ~~mandatory~~the ~~liquidation~~respective periods and ~~subsequent~~other ~~dissolution~~required ~~raises~~filings ~~substantial~~with ~~doubt about~~ the ~~Company’s~~SEC ~~ability~~for tothe ~~continue~~years asended aDecember ~~going~~31, ~~concern.~~2023 ~~Management’s~~and ~~plans~~December in31, ~~regard~~2024 tototaled ~~these~~$122,200 ~~matters~~and ~~are~~$148,963, ~~also described in Note 1~~respectively. The ~~financial~~above ~~statements~~amount doincludes ~~not~~interim ~~include~~procedures ~~any~~and ~~adjustments~~audit ~~that~~fees, ~~might~~as ~~result~~well ~~from~~as ~~the~~attendance ~~outcome~~at ofaudit ~~this~~committee ~~uncertainty~~meetings.

~~Basis~~Audit-Related Fees. Audit-related services consist of fees billed for ~~Opinion~~assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for consultations concerning financial accounting and reporting standards for the years ended December 31, 2023 and December 31, 2024.

~~The~~Tax ~~Company’s management is responsible for these financial statements~~Fees. ~~Our responsibility is to express an opinion on the Company’s financial statements based on our audits.~~ We ~~are~~did anot ~~public~~pay ~~accounting~~Withum ~~firm~~for ~~registered~~tax ~~with~~planning ~~the Public Company Accounting Oversight Board (United States) (“PCAOB”)~~ and ~~are~~tax ~~required~~advice tofor ~~be independent with respect to~~ the ~~Company~~years inended ~~accordance~~December ~~with~~31, ~~the~~2023 ~~U.S. federal securities laws~~ and ~~the~~December ~~applicable~~31, ~~rules and regulations of the Securities and Exchange Commission and the PCAOB~~2024.

WeAll ~~conducted~~Other ~~our audits in accordance with the standards of the PCAOB~~Fees. ~~Those~~We ~~standards~~did ~~require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is~~ not ~~required~~pay toWithum ~~have,~~for ~~nor~~other ~~were~~services ~~we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not~~ for the ~~purpose~~years ofended ~~expressing~~December an31, ~~opinion~~2023 onand ~~the~~December ~~effectiveness of the Company’s internal control over financial reporting. Accordingly~~31, ~~we express no such opinion~~2024. ]

~~Our~~Pre-Approval audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Policy

~~/s/~~Since ~~WithumSmith+Brown~~the formation of our audit committee, PCand on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

~~We have served as the Company’s auditor since 2020.~~

~~New~~Part ~~York, New York~~IV

~~March~~Item ~~28,~~15.Exhibits ~~2024~~and Financial Statement Schedules

~~PCAOB~~The ~~ID:~~following ~~100~~documents are filed as part of this report:

(1) Financial Statements

F-(2) Financial Statements Schedules

~~Table~~All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in is Item 15 of ~~Contents~~Part IV below.

~~CONX~~(3) ~~Corp.~~Exhibits

~~BALANCE~~We ~~SHEETS~~hereby file as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.

-42-


	December 31,		December 31,
	2023		2022
Assets:
Current assets:
Cash	$	8,162	$	1,397,296
Prepaid expenses		9,166		23,105
Total current assets		17,328		1,420,401
Cash held in trust account		21,966,104		84,243,386
Total assets	$	21,983,432	$	85,663,787
Liabilities, Class A Common Stock Subject to Redemption, and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	76,826	$	19,114
Working capital loan – related party		400,000		—
Extension notes – related party		1,708,426		333,935
Accrued expenses		1,097,000		575,300
Accrued excise tax payable		639,193		—
Income taxes payable		70,011		1,208,515
Total current liabilities		3,991,456		2,136,864
Deferred legal fees		275,000		275,000
Deferred underwriting fee payable		26,250,000		26,250,000
Equity forward liability		325,000		—
Derivative warrant liabilities		9,205,500		4,512,500
Total liabilities		40,046,956		33,174,364
Commitments and Contingencies

Class A common stock subject to possible redemption, 2,090,269 shares at redemption value of $10.51 per share at December 31, 2023 and 8,348,384 shares at redemption value of $10.09 per share at December 31, 2022		21,966,104		84,243,386
Stockholders’ Deficit :
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding at December 31, 2023 and 2022		—		—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 30,000 shares issued and outstanding at December 31, 2023 and 2022		3		3
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 18,750,000 shares issued and outstanding at December 31, 2023 and 2022		1,875		1,875
Accumulated deficit		(40,031,506)		(31,755,841)
Total Stockholders’ Deficit		(40,029,628)		(31,753,963)
Total Liabilities, Class A Common Stock Subject to Redemption, and Stockholders’ Deficit	$	21,983,432	$	85,663,787

Table of Contents

Item 16.Form 10-K Summary

~~The~~Registrants ~~accompanying~~may ~~notes~~voluntarily ~~are~~include ana ~~integral~~summary ~~part~~ of ~~the~~information ~~financial~~required ~~statements~~by Form 10-K under this Item 16. The Registrant has elected not to include such summary information.

Exhibit Index

~~F-3~~

Table of Contents

Exhibit Number		Description
2.1		Purchase and Sale Agreement, dated March 10, 2024, by and between CONX Corp. and EchoStar Real Estate Holding L.L.C. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2024).
2.2		Amendment No. 1 to Purchase and Sale Agreement, dated as of April 26, 2024 (filed as Exhibit 10.2 to CONX Corp.’s Current Report on Form 8-K, filed with the SEC on May 2, 2024, and incorporated herein by reference).
3.1		Third Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 8, 2023).
3.2		Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
3.3		Certificate of Designation of Series A Convertible Preferred Stock (filed as Exhibit 3.5 to CONX Corp.’s Current Report on Form 8-K, filed with the SEC on May 7, 2024, and incorporated herein by reference)
4.1		Warrant Agreement, dated October 29, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
4.2		Description of Securities (Incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K, filed on March 1, 2023).
10.1		Investment Management Trust Agreement, dated October 29, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
10.2		Registration Rights and Stockholder Agreement, dated October 29, 2020, by and among the Company, nXgen Opportunities, LLC and the other holders party thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
10.3		Form of Indemnity Agreement between the Company and each of the officers and directors of the Company (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 3, 2020).
10.4		Second Amended & Restated Promissory Note in favor of nXgen Opportunities, LLC, dated March 25, 2024 (incorporated by reference to Exhibit (d)(14) to the Company’s Schedule TO, filed with the SEC on April 1, 2024).
10.5		Subscription Agreement, dated November 1, 2023. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 - K filed on November 1, 2023)
10.6		Waiver Agreement, dated March 25, 2024, by and between the Company and nXgen Opportunities, LLC (incorporated by reference to Exhibit (d)(16) to the Company’s Schedule TO, filed with the SEC on April 1, 2024).
10.7		Amendment No.1 to Subscription Agreement, dated March 25, 2024 (incorporated by reference to Exhibit (d)(15) to the Company’s Schedule TO, filed with the SEC on April 1, 2024).
10.8		Form of PIPE Subscription Agreement (filed as Exhibit 10.4 to EchoStar Corporation’s Current Report on Form 8-K, filed on September 30, 2024, and incorporated herein by reference).
10.9		Director Compensation Program (filed as Exhibit 10.2 to CONX Corp’s Quarterly Report on Form 10-Q, filed with the SEC on March 4, 2025).
10.10		Amended and Restated 2024 Director Stock Incentive Plan (filed as Exhibit 10.3 to CONX Corp’s Quarterly Report on Form 10-Q, filed with the SEC on March 4, 2025).
10.11		Form of Director Stock Option Agreement (filed as Exhibit 10.4 to CONX Corp’s Quarterly Report on Form 10-Q, filed with the SEC on March 4, 2025).
10.12		Seller Lease Agreement, dated as of May 1, 2024, by and between CONX Corp. and EchoStar Real Estate Holding L.L.C. (filed as Exhibit 10.3 to CONX Corp.’s Current Report on Form 8-K, filed with the SEC on May 2, 2024, and incorporated herein by reference).

Filing Compare · CONX Corp.