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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

☐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 Drive,

Littleton, CO 80120

(Address of principal executive offices)

(303) 472-1542

(phone number)

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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of January 27, 2026, 18,928,585 shares of Class A common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

CONX CORP.

FORM 10-Q

For the period ended March 31, 2025

INDEX

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:	PAGE

	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	2

	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	3

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2025 and 2024	4

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	5

	Unaudited Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	29

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safe Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	30

Signatures		31

Table of Contents

CONX CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


		March 31, 2025			December 31, 2024
		(unaudited)
Assets:
Current assets:
Cash and cash equivalents		$	115,200,363		$	117,521,935
Available for sale debt securities (amortized cost $5,994,773 and $2,488,518 as of March 31 2025 and December 31, 2024, respectively)			5,994,975			2,488,000
Accounts receivable			7,806			6,211
Prepaid expenses and current assets			331,165			374,861
Total current assets		$	121,534,309		$	120,391,007
Fixed Assets, net			22,520,492			22,753,023
Rent Receivable			238,712			173,609
Goodwill			13,611,688			13,611,688
Intangible Assets, net			4,333,333			4,500,000
Equity investments at fair value - EchoStar Holdings			39,719,661			35,562,030
Deferred tax asset			998,187			1,038,952
Total assets		$	202,956,382		$	198,030,309
Liabilities and Stockholders’ Deficit:
Current liabilities:
Accounts payable		$	414,440		$	920,895
Accrued expenses and other current liabilities			678,132			165,129
Deferred Income			228,500			228,500
Current portion of long term debt			22,500			67,500
Contingent consideration			2,575,442			—
Total current liabilities		$	3,919,014		$	1,382,024
Contingent Consideration - non-current			2,750,630			5,309,130
Security Deposit			228,500			228,500
Long term debt			555,943			530,752
Deferred tax liability			2,156,271			2,175,234
Convertible preferred stock liability			199,999,950			199,999,950
Derivative warrant liabilities			1,203,333			1,504,166
Total liabilities		$	210,813,641		$	211,129,756
Stockholders’ Deficit:
Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 18,928,585 shares issued and outstanding at March 31, 2025 and December 31, 2024			1,893			1,893
Additional paid-in-capital			12,570			12,570
Accumulated other comprehensive income			242,004			12,814
Accumulated deficit			(8,113,727)			(13,126,724)
Total Shareholders’ Deficit			(7,857,260)			(13,099,447)
Total Liabilities and Stockholders’ Deficit		$	202,956,381		$	198,030,309

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

CONX CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


		Three Months Ended March 31,
		2025			2024
Rental income		$	770,818		$	—
Sales income			74,432			—
Total Income			845,250			—
Depreciation and amortization expense			404,276			—
General and administrative expenses			1,023,365			1,072,033
Loss from operations			(582,391)			(1,072,033)
Other income (expense)
Change in fair value of equity forward			—			(7,000)
Change in fair value of derivative warrant liabilities			300,833			3,191,842
Change in fair value of contingent consideration			(16,942)			—
Change in fair value of equity investment			4,157,631			—
Unrealized gain/loss on cash equivalents held in investment account			(4,759)			—
Interest income and realized gain on cash or cash equivalents			1,333,743			—
Interest income on cash or investments held in Trust Account			—			250,812
Total other income (expense), net			5,770,506			3,435,654
Income before income tax expense			5,188,115			2,363,621
Income tax expense			175,118			10,336
Net income		$	5,012,997		$	2,373,957

Other comprehensive income (loss)
Unrealized gain (loss) on available-for- sale securities			202			—
Foreign currency translation adjustment			228,988			—
Comprehensive Income (loss)			5,242,187			—
Weighted average shares used in computing net income per common share
Class A - Common stock (Basic)			18,928,585			2,090,269
Class A - Common stock (Diluted )			36,334,885			—
Class B - Common stock (Basic & Diluted)			—			18,750,000
Basic net income per common share
Class A - Common stock		$	0.26		$	0.11
Class B - Common stock		$	—		$	0.11
Diluted net income per common share
Class A - Common Stock		$	0.14		$	0.11
Class B - Common Stock		$	—		$	0.11

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

CONX CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


		FOR THE THREE MONTHS ENDED MARCH 31, 2025
		Class A						Class B
													Other			Additional						Total
													Comprehensive			Paid-in			Accumulated			shareholders’
		Shares			Amount			Shares		Amount			Income			Capital			Deficit			Deficit
Balance-January 1, 2025			18,928,585		$	1,893		—		$	—		$	12,814		$	12,570		$	(13,126,724)		$	(13,099,447)
Foreign currency translation			—			—		—			—			228,988			—			—			228,988
Unrealized gain on available for sale securities														202									202
Net income			—		$	—		—		$	—		$	—		$	—		$	5,012,997		$	5,012,997
Balance-March 31, 2025 (unaudited)			18,928,585		$	1,893		—		$	—		$	242,004		$	12,570		$	(8,113,727)		$	(7,857,260)


		FOR THE THREE MONTHS ENDED MARCH 31, 2024
		Class A					Class B
													Other		Additional						Total
													Comprehensive		Paid-in			Accumulated			shareholders’
		Shares		Amount			Shares		Amount				Income (loss)		Capital			Deficit			Deficit
Balance-January 1, 2024		30,000		$	3		18,750,000		$	1,875		$	—		$	—		$	(40,031,506)		$	(40,029,628)
Accretion Adjustment		—			—		—			—			—			—			(250,812)			(250,812)
Net income		—			—		—			—			—			—			2,373,957			2,373,957
Balance-March 31, 2024 (unaudited)		30,000		$	3		18,750,000		$	1,875		$	—		$	—		$	(37,908,361)		$	(37,906,483)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

CONX Corp.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


		For the Three Months Ended March 31,
		2025			2024
Cash flows from Operating Activities:
Net income		$	5,012,997		$	2,373,957
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense			404,276			(250,812)
Change in fair value of contingent consideration			16,942			—
Change in fair value of derivative warrant liabilities			(300,833)			(3,191,842)
Change in fair value of equity forward liability			—			7,000
Unrealized foreign exchange loss			247,707			—
Loss on available for sale securities			33,465			—
Change in fair value of equity investment			(4,157,631)			—
Changes in operating assets and liabilities:
Prepaid expenses			43,696			(208,249)
Deferred taxes			21,803			—
Repayment of short term debt			(45,000)			—
Rent receivable			(65,103)			—
Accounts payable			(506,455)			(50,231)
Accrued expenses and other current liabilities			513,003			925,486
Income taxes payable			—			(10,336)
Net cash provided by (used in) operating activities		$	1,218,867		$	(405,027)

Investing Activities
Purchases of available for sale securities			(3,540,440)			—
Net cash used in investing activities		$	(3,540,440)		$	—

Financing Activities
Proceeds from Working Capital Loan			—			500,000
Net cash provided by financing activities		$	—		$	500,000

Net change in cash		$	(2,321,572)		$	94,973
Cash and Cash Equivalents—beginning of the period		$	117,521,935		$	8,162
Cash and Cash Equivalents—end of the period		$	115,200,363		$	103,135
Cash paid for income taxes		$	13,425		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

CONX Corp.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Description of Organization, Business Operations and Basis of Presentation

Unless the context otherwise requires, throughout this Quarterly Report on Form 10-Q, the words “CONX” “CNXX,” “CONX Corp,” “we,” “us,” the “registrant” or the “Company” refer to CONX Corp. and its subsidiaries (as applicable).

CONX Corp. (the “Company” or “we,” “our” or “us”) was incorporated in Nevada on August 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. The Company completed an asset acquisition, which, while meeting the definition of a “Business Combination” under the Company’s Articles, was accounted for as an asset acquisition for accounting purposes on May 1, 2024. Subsequent to the closing of the Business Combination, the Company has derived revenues primarily from rent received from our operation of real estate property. On December 5, 2024, the Company completed the acquisition of a controlling interest in Red Technologies SAS and anticipates to grow through further acquisition opportunities, including, but not limited to, disruptive technologies and additional infrastructure assets.

On October 15, 2024, the Company formed two wholly owned subsidiaries, CONX Tech, LLC (“CONX Tech”) and RED Tech US, LLC (“RED US”), under the laws of Colorado. RED US was formed to hold the investment in RED Technologies SAS as discussed below. CONX Tech was formed to support the Company’s investment in RED US and any potential future holdings in other technology companies.

On November 15, 2024, the Company formed a wholly owned subsidiary, CONX Properties, LLC, under the laws of Colorado (“CONX Properties”). The subsidiary was established to hold and manage all real estate holdings of the Company. On December 20, 2024, CONX Properties assumed the lease and was assigned the deed of the commercial real estate Property in Littleton, Colorado, described below, from CONX Corp.

Prior to the completion of the asset acquisition, the Company had not yet commenced operations. All activity for the period from August 26, 2020 (inception) through May 1, 2024 related to the Company’s initial public offering and subsequent search for a potential Business Combination target. The Company did not generate any operating revenues until after the completion of its initial Business Combination.

Completion of Business Combination

On March 10, 2024, the Company entered into a definitive purchase and sale agreement (as amended by that certain Amendment No. 1 thereto, dated May 1, 2024, the “Purchase Agreement”) with EchoStar Real Estate Holding L.L.C. (the “Seller”), a subsidiary of EchoStar Corporation (“EchoStar”), which provided for our purchase from Seller of 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 (such transaction, the “Transaction”).

On March 22, 2024, the Company received a letter from Deutsche Bank Securities Inc. (“DBSI”) whereby DBSI agreed to waive, in connection with the Business Combination, its entitlement to any portion of the deferred underwriting fee due to it pursuant to that certain underwriting agreement, dated October 29, 2020, entered into in connection with the Initial Public Offering by and between the Company and DBSI. Furthermore, DBSI disclaimed any responsibility for any portion of any registration statement or proxy statement, as applicable, that may be filed by the Company or any of its affiliates in connection with the Transaction. In connection with this, the Company reclassified the deferred underwriting fee of $26,250,000 to accumulated deficit.

On March 25, 2024, the Company waived the lock-up restrictions set forth in Section 7(a) of that certain letter agreement among the Company, nXgen Opportunities, LLC (“nXgen”), and the other initial stockholders with respect to 9,375,000 Founder Shares held by nXgen, which will allow nXgen 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. All lock-up restrictions have lapsed.

On May 1, 2024, the Company completed the Transaction pursuant to the terms of the Purchase Agreement. The Transaction constitutes the Company’s “Business Combination”, as that term is defined in our Articles, as amended from time to time (the “Articles”).

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

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

In connection with the consummation of the Transaction, the Company provided all holders of shares of its Class A common stock, par value of $0.0001 per share, purchased in the Company’s Initial Public Offering, the opportunity to have such shares redeemed pursuant to, and subject to the limitations of, the provisions of the Articles. The per-share amount distributed to public stockholders who redeemed their Public Shares was not reduced by any deferred underwriting commissions (as discussed in Note 8). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, “Distinguishing Liabilities From Equity”, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Because a stockholder vote was not required by law and the Company did not hold a stockholder vote for business or other legal reasons, the Company, pursuant to its Articles, conducted the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and filed tender offer documents with the SEC prior to completing a Business Combination. The Company’s initial stockholders and independent directors agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination.

Pursuant to the Tender Offer Statement on Schedule TO originally filed with the SEC by the Company on April 1, 2024 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to 2,120,269 of its issued and outstanding shares of Class A Common Stock at a price of approximately $10.60 per share (the “Purchase Price”), a total of 1,941,684 shares of Class A Common Stock (the “Tendered Shares”) were validly tendered and not properly withdrawn as of the expiration date of the tender offer and were accepted for purchase by the Company. As of the Closing Date, the Company purchased all such Tendered Shares of Class A Common Stock at the Purchase Price.

On May 2, 2024, the Nasdaq Hearings 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.

On August 7, 2024, the SEC declared effective the Company’s registration statement on Form S-1 registering the issuance of up to 30,083,285 shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and Public Warrants and the offer and resale of 30,000 shares of Class A common stock by the selling stockholders named therein.

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.

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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.

RED Tech Acquisition

On December 5, 2024, we completed the purchase of Red Technologies SAS, a société par actions simplifiée organized under the laws of France, through our wholly-owned subsidiary, RED US, for a purchase price of $10.6 million in cash, $0.3 million cash due for holdback and $5.3 million contingent consideration, subject to certain adjustments. Established in 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. Refer to Note 5 for more details.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2024. Certain information or footnote disclosures normally included in the unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s annual report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on November 28, 2025. The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the period ended December 31, 2025 or for any future periods.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

We routinely assess the financial strength of significant customers. As discussed in Note 1, the Property is leased to one tenant pursuant to the Seller Lease Agreement. As the tenant currently has liquidity concerns evidenced by going concern disclosure in its public filings, we will continue to monitor the realization of the rent receivable under the Seller Lease Agreement.

Reclassifications

Certain prior-period amounts have been reclassified to conform to the current-period presentation. Specifically, rent receivable previously classified within current assets has been reclassified to non-current assets to reflect the portion of rent receivable that is not expected to be collected within twelve months. This reclassification was made to improve comparability between periods and did not impact previously reported net income, total assets, total liabilities, stockholders’ equity, or cash flows.

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Debt and Equity Securities

The Company accounts for its investments in accordance with ASC 320, Investments - Debt Securities, ASC 326 - 30, Financial Instruments - Credit Losses - Available - for - Sale Debt Securities, and ASC 321, Investments - Equity Securities. Securities with original maturities of three months or less at the date of purchase are classified as cash equivalents. All other debt and equity securities are classified as available-for-sale and are carried at fair value as of each balance sheet date.

Unrealized gains and losses on available-for-sale securities are recorded in other comprehensive income (loss), net of applicable income taxes, until realized. Realized gains and losses are recognized in other income (expense), net in the consolidated statements of operations when the securities are sold or otherwise disposed of.

The Company evaluates its available-for-sale securities for other-than-temporary impairment at each reporting date. In making this assessment, management considers the duration and severity of any decline in fair value, the financial condition and near-term prospects of the issuer, and the Company’s intent and ability to hold the investment until recovery of its amortized cost basis.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, in accordance with ASC 805. The identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree are recognized at their fair values on the acquisition date. The excess of the consideration transferred over the fair value of net assets acquired is recorded as Goodwill. Acquisition-related costs are expensed as incurred and are included in other expenses in the Consolidated Statements of Operations.

Intangible Assets

Intangible assets consist primarily of acquired developed technologies, customer relationships, trademarks, and trade names. Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis. Amortization expense is included in General and Administrative Expenses, as appropriate. Indefinite-lived intangible assets are not amortized but are tested annually for impairment or more frequently if events or changes in circumstances indicate the asset might be impaired.

Impairment of Long-Lived Assets

In accordance with ASC 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is assessed by comparing the carrying value to the undiscounted future cash flows the asset is expected to generate. If the carrying amount exceeds undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and the asset’s fair value.

Research and Development Tax Credit

The Company recognizes the benefit of research and development (“R&D”) tax credits as a reduction to income tax expense in the period the related qualified expenditures are incurred and when realization is more likely than not. Deferred tax assets related to unutilized R&D credits are evaluated for recoverability based on expected future taxable income and other relevant factors.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation. The Company maintains the 2024 Non-Employee Director Stock Incentive Plan, which authorizes grants of non-statutory stock options to non-employee directors. Option awards are measured at fair value on the grant date using the Black-Scholes option-pricing model and recognized as expense on the grant date when the awards are fully vested. Stock-based compensation expense is included in general and administrative expenses.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets.

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Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement

Segment Reporting

The Company operates through two reportable business segments as it reports financial information separately to its Chief Executive Officer, who is the Company’s chief operating decision maker.

The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available.

As of March 31, 2025 and December 31, 2024, the Company’s operating and reportable segments include:

●

Technology & Telecommunications – The Technology & Telecommunications segment is comprised of Red Technologies and derives revenue from providing cloud-based solutions and operated 5G connectivity solutions that democratize access to 5G technology for companies aiming to modernize their communications infrastructure in both the U.S. and European markets.

●

Infrastructure & Real Estate - The Infrastructure & Real Estate segment includes the operation of our commercial Property in Littleton, Colorado, comprising the headquarters of DISH Wireless. We derive revenue primarily from rent received from the operation of real estate property.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews the following key metrics:


By Reportable Segment		France			North America			Consolidated

Revenue		$	74,432		$	770,818		$	845,250

Depreciation and Amortization			5,463			398,813			404,276
General and administrative expenses			571,431			451,934			1,023,365
Other Income			—			5,792,207			5,792,207
Other Expenses			6,897			14,804			21,701

Net Income (Loss)		$	(509,359)		$	5,697,474		$	5,188,115

Revenues are attributed to geographic areas based on the location of the customer, with the Technology & Telecommunications segment generating revenue primarily in France and the Infrastructure & Real Estate segment generating revenue in North America. Substantially all long-lived assets are located in North America.

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Segment asset information is not presented because it is not used by the CODM at the segment level.

Convertible Preferred Stock

The Company accounts for convertible preferred stock in accordance with ASC 480 and related guidance. Convertible preferred stock is classified as a liability if it is mandatorily redeemable or redeemable at the option of the holder upon events outside the Company’s control. Such instruments are initially measured at fair value on the issuance date and subsequently at redemption value, with changes recognized in earnings if applicable.

Derivative Financial Instruments

The Company evaluated the Public and Private Warrants and the Equity Forward as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The Company’s Public and Private Warrants derivative instruments are recorded at fair value as of the Initial Public Offering (November 3, 2020) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified on the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the Balance Sheet date. The Company has determined the Warrants are a derivative instrument. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurements and Disclosures,” with changes in fair value recognized in the consolidated statements of operations in the period of change.

The Equity Forward was a liability classified instrument in accordance with ASC 480 because the underlying instrument contains a contingent redemption feature. The Equity Forward was recorded at fair value on the date of issuance and re-valued at each reporting period, with changes in the fair value reported in the consolidated statements of operations.

Investments and Cash Held in Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which had been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company. Investments held in the Trust Account were classified as trading securities and presented on the Balance Sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account were included in interest income on investments held in Trust Account in the accompanying Consolidated Statements of Operations.

Effective October 12, 2022, the Company converted all of its 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 were permitted to use to pay our taxes and up to $100,000 of dissolution expenses) again increased. On the Closing Date, approximately $20.58 million of funds held in the Trust Account were used to pay the redemption of 1,941,684 shares of Class A common stock and $55,734 of funds were withdrawn for tax disbursements. The Trust Account was closed and $1,503,969 of funds remaining in the Trust Account were released to the Company pursuant to the trust agreement.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The determination of the fair value of the warrant and equity forward liabilities, goodwill and intangible assets and equity investment is a significant accounting

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estimate included in these unaudited condensed consolidated financial statements. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2025, the Company had cash of $288,466 and cash equivalents of $114,911,897, for total cash and cash equivalents of $115,200,363. As of December 31, 2024, the Company had cash and cash equivalents totaling $117,521,935.

Fixed Assets, Net of Accumulated Depreciation

Property and equipment are stated at cost less depreciation and impairment losses, if any. Because the Company and Seller are entities under common control, the Property was initially recorded on our Consolidated Balance Sheets at the Seller’s cost less accumulated depreciation. Property and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Because the Company and the Seller are entities under common control, the Property was initially recorded on the Company’s Consolidated Balance Sheets at the Seller’s historical cost less accumulated depreciation. The difference between the purchase consideration and the carrying value of the Property was recorded as an adjustment to accumulated deficit.

Depreciation is recorded on a straight-line basis over useful lives ranging from 3 to 40 years. Repair and maintenance costs are charged to expense when incurred. Renewals and improvements that add value or extend the asset’s useful life are capitalized.

Revenue Recognition

In general, the Company commences rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. Contractual rental revenue is reported on a straight-line basis over the term of the lease. Rent Receivable, as reported on the Consolidated Balance Sheets, represents cumulative rental income earned in excess of rent payments received pursuant to the terms of the lease agreement.

The Company must estimate the collectability of its Rent Receivable balances related to rental revenue. When evaluating the collectability of such balances, management considers the tenant’s creditworthiness, changes in the tenant’s payment patterns, and current economic trends. The Company writes off the tenant’s receivable balances if the Company considers the balances no longer probable of collection.

Red Technologies provides cloud-based 5G connectivity solutions to companies seeking to modernize their communications infrastructure. For the periods presented, the Company did not generate material revenue, as its activities have been primarily focused on research and development.

Future revenues may arise from licensing arrangements, collaboration agreements, or service contracts. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customer.

●

Licensing and collaboration revenues are recognized when the customer obtains control of the license or access to the technology.

●

Service revenues are recognized over time as the services are performed.

●

Upfront or advance payments received before performance obligations are satisfied are recorded as deferred revenue and recognized when the related goods or services are delivered.

Because Red Technologies’ operations to date have focused on product development, no material revenue has been recognized for the periods presented.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates and may have an allowance for doubtful accounts to estimate expected credit losses in accordance with ASC 326, which is based on historical collection experience, the aging of receivables, customer credit quality, and current and expected economic conditions.

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Net income Per Share of Common Stock


	For the Three Months Ended				For the Three Months Ended
	March 31, 2025				March 31, 2024
	Class A		Class B		Class A		Class B
Basic net income per share
Numerator:
Net income (loss) attributable to common stock	$	5,012,997	$	—	$	238,107	$	2,135,850
Denominator:
Basic weighted average shares outstanding		18,928,585		—		2,090,269		18,750,000
Basic net income per share		0.26		—		0.11		0.11
Diluted net income per share
Numerator:
Net income (loss) attributable to common stock		5,012,997		—		238,107		2,135,850
Denominator:
Basic weighted average common shares used in computing basic net income per common share		18,928,585		—		2,090,269		18,750,000
Add: effect of dilutive stock options		15,000
Add: weighted average of Series A Redeemable Convertible Preferred Stock, as converted		17,391,300		—
Weighted average common shares used in computing diluted net income per common share		36,334,885		—		2,090,269		18,750,000
Weighted average common share outstanding using the two-class method		36,334,885		—		2,090,269		18,750,000
Diluted income applicable to common shareholders per common share	$	0.14	$	—	$	0.11	$	0.11

Net income per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The calculations above take into account the effect of the Company’s convertible preferred stock on an as-converted basis. When calculating its diluted net income (loss) per share, however, the Company has not considered the effect of the (i) Warrants issued in connection with the Initial Public Offering, and (ii) the Private Placement Warrants since the exercise of such warrants is anti-dilutive.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2025 and December 31, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which requires additional disclosure of income taxes, including disaggregation of the effective tax rate reconciliation and information on income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on its disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The ASU provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, with early adoption permitted. The amendments in ASU 2025-05 should be applied prospectively. The Company is currently evaluating the impact of this ASU and believes that the adoption will not have a material impact on the condensed consolidated financial statements and related disclosures.

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.

Note 3 – Accrued expense and other current liabilities

Accrued expense and other current liabilities at March 31, 2025 and December 31, 2024 consisted of the following:


		March 31, 2025			December 31, 2024
Accrued operating expenses		$	560,549		$	142,821
Taxes payable			117,583			22,308
Total Accrued expenses and other current liabilities			678,132			165,129

Note 4 – Related Party Transactions

Founder Shares

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

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

Equity Forward Transaction

On November 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 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 stockholders 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.

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On May 1, 2024, the Company completed its previously announced transaction (the “Equity Forward Transaction” or “Equity Forward”) pursuant to the terms of the Subscription Agreement. The closing of the Equity Forward Transaction was contingent upon the consummation of the Transaction. Prior to the Closing Date, Mr. Ergen assigned the Subscription Agreement in accordance with its terms to a trust established for the benefit of his family (the “Trust”). On the Closing Date, the Company issued and sold to the Trust 17,391,300 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “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. As a result of the completion of the Equity Forward Transaction and the issuance of the Preferred Stock, no liability related to the Equity Forward remained outstanding as of March 31, 2025 or December 31, 2024.

On the Closing Date, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Secretary of State of the State of Nevada setting forth the terms, rights, obligations and preferences of the Preferred 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 share of Class A Common Stock, subject to certain limitations and customary adjustments for stock dividends, stock splits and similar corporate actions.

If the Preferred Stock has not earlier been converted, the Company will redeem each share of Preferred Stock after the date that is the fifth anniversary of the closing of the Company’s initial business combination, on not less than 10 nor more than 20 days prior notice, in cash at a price equal to $11.50 per share, subject to certain customary adjustments. This redemption feature requires the Preferred Stock to be liability classified 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.

The Preferred Stock entitles Subscriber to receive dividends equal to and in the same form as dividends actually paid on shares of the Company’s common stock, in each case, on an as-converted basis. The Preferred Stock does not have voting rights.

Related Party Loans

Working Capital Loans

On March 1, 2023, the Company entered into a promissory note with nXgen for working capital purposes, which was subsequently amended and restated, most recently on March 25, 2024, to increase the maximum principal amount available to $900,000. The note was non-interest bearing, matured upon the consummation of the Business Combination, and was repayable only from funds outside the Trust Account. During the year ended December 31, 2024, the Company borrowed $900,000 under the note. As of the Closing Date, the Company repaid the note in full.

Affiliate Revenues

As discussed in Note 1, the Company and Seller entered into the Seller Lease Agreement, pursuant to which DISH, an affiliate of EchoStar, leased the Property from the Company. The Company depends on affiliates of EchoStar for all revenues derived from its real estate operations. Under the Seller Lease Agreement, Seller serves as the tenant, and its obligations under the lease are guaranteed by DISH, an affiliate of the Seller.

Note 5 – Acquisitions

On December 5, 2024, the Company completed the purchase of Red Technologies SAS. The acquisition of Red Technologies SAS was accounted for as a business combination using the acquisition method pursuant to ASC 805, Business Combinations (“ASC 805”). As the acquirer for accounting purposes, the Company estimated the purchase price, assets acquired and liabilities assumed as of the acquisition date, with the excess of the purchase price over the fair value of net assets acquired recognized as goodwill.

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The purchase price allocation as of the acquisition date is presented as follows:


Purchase consideration:
Cash paid		$	10,623,963
Cash due for holdback			307,480
Contingent Consideration			5,309,130
Total purchase consideration			16,240,573
Purchase price allocation:
Cash			108,852
Accounts Receivable			181,016
PP&E			27,535
Intangible assets			4,500,000
Goodwill			13,611,688
Accounts payable and other current liabilities			(458,800)
Lease liability			—
Deferred tax liability			(1,125,000)
Loans			(604,718)
Fair value of net assets acquired			16,240,573

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from expanded market opportunities when integrating the acquired an FCC License, a government authorization to use communication frequencies (“Operational License”), with the Company’s offerings as well as acquiring an assembled workforce. The goodwill balance is not deductible for income tax purposes.

As part of the purchase consideration, the Company agreed to make additional payments contingent on the occurrence of certain future events. The contingent consideration is required to be settled in cash and, in accordance with ASC 805-30-25-5 and ASC 480, has been classified as a liability. The fair value of the contingent consideration was estimated at $5,309,130 as of the acquisition date.

As of March 31, 2025, the contingent consideration liability was remeasured to fair value of $5,326,072, based on a probability-weighted discounted cash flow model incorporating expected future payments, a 10% discount rate, and management’s assessment of the likelihood of achieving the remaining milestones. This remeasurement resulted in an increase in fair value of $16,942, which was recorded in earnings within other income (expense), net in the consolidated statement of operations for the three months ended March 31, 2025.

In connection with the acquisition, the Company entered into employment agreements with key members of the acquiree’s management team. The agreements are indefinite-term contracts under French law and provide for fixed gross monthly salaries of €16,500 and discretionary bonuses of €1,500 per patent filed. These agreements provide for continued employment and payments contingent on post-closing service. The Company evaluated the arrangements in accordance with ASC 805, Business Combinations, and determined that the service-contingent payments represent compensation for post-combination services rather than consideration transferred. Accordingly, related costs will be recognized as compensation expense over the applicable service periods.

Acquisition-related costs were minimal and were expensed as incurred in accordance with ASC 805. See the Company’s annual report on Form 10-K for the period ended December 31, 2024.

The following table summarizes the fair value and useful life of intangible assets acquired in connection with the transaction:


		Fair Value			Useful Life
Founder non-compete		$	2,500,000		5 Years
License			2,000,000		Indefinite
Total intangible assets		$	4,500,000

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Note 6 – Goodwill and Intangible Assets, Net

Goodwill as of March 31, 2025 and December 31, 2024 was $13,611,688 which resulted from the Red Technologies SAS Acquisition (see Note 5) and is included in the Technology & Telecommunications segment.

The following table summarizes intangible assets, net:


			March 31, 2025			December 31, 2024
Founder non-compete		$	2,500,000		$	2,500,000
License			2,000,000			2,000,000
Total intangible assets			4,500,000			4,500,000
Less: Accumulated Amortization			166,667			—
Total intangible assets, Net		$	4,333,333		$	4,500,000

The following table summarizes all future amortization expenses for all future years’ ended December 31:


Year Ended		Amount
2025 (remaining 9 months)		$	375,000
2026			500,000
2027			500,000
2028			500,000
2029 and beyond			458,333
		$	2,333,333

Note 7 – Property and Equipment

Property and equipment consisted of the following on our Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024:


		Depreciable Life		March 31,			December 31,
		(in Years)		2025			2024
Buildings and improvements		3 – 40		$	19,696,054		$	19,695,669
Equipment and furniture		3 – 5			28,303			28,688
Land		—			3,248,608			3,248,608
Buildings and improvements		—			402,173			402,173
Total property and equipment					23,375,138			23,375,138
Accumulated depreciation					(854,646)			(622,115)
Property and equipment, net				$	22,520,492		$	22,753,023

The depreciation expense for the three months ended March 31, 2025 and 2024 was $232,152 and $0, respectively.

Note 8 – Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Preferred Stock, Warrants and Independent Director Shares are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration and stockholder rights agreement neither provides for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. The registration statement was filed on Form S-1 on May 28, 2024, and was declared effective by the SEC on August 7, 2024.

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Underwriting Agreement

The underwriters received an underwriting discount of $0.20 per unit, or $15,000,000 in the aggregate, upon the closing of the Initial Public Offering. $0.35 per unit, or $26,250,000 in the aggregate was payable to the underwriters for deferred underwriting commissions (which deferred underwriting commission was waived by the underwriters on March 22, 2024). The full amount was charged against accumulated deficit in the balance sheet as of December 31, 2024.

Note 9 – Income Taxes

The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for net operating loss carryforwards and temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax incurred for the period plus or minus the change during the period in deferred tax assets and liabilities.

As of December 31, 2024 and March 31, 2025, the Company did not have any unrecognized tax benefits or open tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2024, and March 31, 2025, the Company had no accrued interest or penalties related to income taxes. The Company currently has no federal or state tax examinations in progress.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the quarters ended March 31, 2025 and 2024:


		2025		2024
Statutory federal income tax rate (benefit)		21.0	%	21.0	%
State Taxes		3.48	%	3.48	%
Foreign tax effects		(0.07)	%	—	%
Change in fair value of derivative warrant liabilities and equity forward		(1.42)	%	—	%
Change in valuation allowance		(19.61)	%	(10.3)	%
Income tax expense		3.4	%	14.2	%

Note 10 – Long Term Debt

In May 2021, Bpifrance, acting on behalf of the French State under the France 2030 Investments for the Future program, awarded Red Technologies SAS total financial assistance of approximately €2 million (about $2.3 million) in connection with the DAT5G Project, which supports the development and deployment of private 5G network solutions for French enterprises and local authorities.

The assistance consists of a non-repayable government grant representing about three-quarters of the total amount and a recoverable advance representing the remaining one-quarter, which is classified as a non-interest-bearing note payable. The advance carries no collateral, prepayment, or covenant provisions that would affect its repayment.

Although the program is scheduled to conclude in late 2024, repayments of the recoverable advance are deferred until after completion of the project. Under the terms of the agreement, repayments are to be made in quarterly installments over a period of roughly four years beginning in 2026. If no repayments have been made within ten years following the final disbursement, the Company is released from any remaining repayment obligations.

As of March 31, 2025 and December 31, 2024, the Company had an outstanding principal balance of approximately €0.5 million (about $0.6 million) related to this note payable, which is scheduled to begin repayment in 2026 and be fully repaid by 2031 in accordance with the terms of the Bpifrance agreement.

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Note 11 – Stockholders’ Deficit

Class A Common Stock–The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2025, and December 31, 2024, there were 18,928,585 shares of Class A common stock (of which 30,000 shares were Independent Director Shares and not subject to redemption) issued and outstanding, respectively.

Class B Common Stock– The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of March 31, 2025 and December 31, 2024, there were 0 shares of Class B common stock issued and outstanding.

As of March 31, 2025, nXgen owns approximately 99.25% of the Company’s issued and outstanding common stock.

Holders of record of Class A common stock and holders of record of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of stock entitling the holder to one vote, except as required by law or stock exchange rule, and except that prior to the Business Combination, only holders of the Founder Shares had the right to vote on the appointment of directors. Holders of the Public Shares were not entitled to vote on the appointment of directors during such time. In addition, prior to the completion of the Business Combination, holders of two-thirds of the voting power of the Founder Shares could remove a member of the board of directors for any reason.

The Class B common stock automatically converted into Class A common stock at the time of the Business Combination on a onefor-one basis. See Note 1.

Preferred Stock – The Company is authorized to issue 20,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2025 and December 31, 2024, there were 17,391,300 shares of preferred stock issued and outstanding, respectively. See Note 4.

Conversion – Preferred shares are to be automatically converted into shares of common stock on the tenth (10) trading day following the date on which the Volume-Weighted Average Price of the Company’s common stock over any twenty (20) Trading Days within any preceding thirty (30) consecutive Trading Day period is greater than or equal to $11.50, subject to the applicable conversion price and anti-dilution provisions.

Redemption – Preferred shares may be redeemed by the Company upon the occurrence of certain events or at the election of the holders, subject to the terms of the certificate of designations. On May 1, 2029, the preferred shares will be automatically redeemed in cash by the Company, on not less than 10 nor more than 20 days prior notice.

Voting – Preferred holders are not entitled to vote on an as-converted basis with the common stock. Preferred holders may vote separately as a class on matters materially affecting their rights.

Liquidation – In the event of liquidation, dissolution, or winding up of the Company, holders of preferred stock are entitled to receive, prior to any distribution to common stockholders, an amount equal to the stated value per share plus any declared but unpaid dividends. Thereafter, holders of preferred shares are entitled to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of common stock would receive if the preferred shares were fully converted.

Dividends – Preferred holders are entitled to receive dividends, on an as-if-converted-to-common-stock basis and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are paid on shares of the common stock.

Note 12 – Warrants

As of March 31, 2025 and December 31, 2024, the Company had 18,750,000 Public Warrants and 11,333,333 Private Placement Warrants outstanding. The Public Warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation, provided the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

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The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants were not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by nXgen or its permitted transferees. If the Private Placement Warrants are held by someone other than nXgen or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may call the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last sales price (the “closing price”) of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

In addition, the Company may call the Public Warrants for redemption:

●

in whole and not in part;

●

at $0.10 per warrant provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Class A common stock;

●

if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending three trading days before the notice of redemption is sent to the warrant holders; and

●

if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders is less than $18.00 per share, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

In no event will the Company be required to net cash settle any warrant.

Note 13 – Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities.

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The following tables present information about the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2025 and December 31,2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to


				March 31,				December 31,
Description		Level		2025		Level		2024
Assets:
Cash equivalents – U.S. Treasury Bills and other Debt securities (< 3 months)		1		$	115,200,363	1		$	116,533,742
Available for sale debt securities		1		$	5,994,975	1		$	2,488,000
Equity investments at fair value - EchoStar Holdings		1		$	39,719,661	1		$	35,562,030
Liabilities:
Contingent Consideration		3		$	5,326,072	3		$	5,309,130
Private Placement Warrants		2		$	453,333	2		$	566,666
Public Warrants		2		$	750,000	1		$	937,500

Cash Equivalents

As of March 31, 2025 and December 31, 2024, the carrying amount of cash equivalents held in the Company’s investment account was equal to or approximated fair value due to their short-term nature and proximity to current market rates. Cash equivalents primarily consist of U.S. Treasury bills and other highly liquid debt securities with original maturities of three months or less.

The Company determines the fair value of its marketable debt instruments in accordance with ASC 820, Fair Value Measurement. Trades executed on or near the measurement date are considered the best evidence of fair value. When quoted prices for identical securities are not available, the Company utilizes matrix pricing or other market-corroborated valuation techniques that consider such factors as par value, coupon rate, credit quality, maturity, and other relevant features.

Available for Sale Securities

The Company’s marketable debt securities classified as available-for-sale are carried at fair value, with unrealized gains and losses (net of tax) included in accumulated other comprehensive income. The cost of securities sold is determined using the specific-identification method. The Company assesses its available-for-sale investments for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and if a decline in fair value is deemed other-than-temporary, the amortized cost basis of the security is written down through earnings.

At March 31, 2025, the Company held three available-for-sale debt securities with an aggregate amortized cost of $5,994,773 and a fair value of $5,994,975, resulting in an unrealized loss of $202 recorded in accumulated other comprehensive income (“AOCI”). At December 31, 2024, the Company held one available-for-sale debt security with an amortized cost of $2,488,518 and a fair value of $2,488,000, resulting in an unrealized loss of $518 recorded in AOCI. Management determined that the declines in fair value for both periods were not credit-related under ASC 326-30, as the issuer continues to meet all contractual payment obligations. The Company had no allowance for credit losses, no sales of available for sale debt securities during the year. In performing the credit loss assessment, management considered the issuer’s credit quality, historical timely payment performance, and current market conditions, and concluded that no credit-related impairment existed. The unrealized losses were immaterial and related to securities that had been in a loss position for less than twelve months as of March 31, 2025. Accrued interest receivable on the AFS security is excluded from the amortized cost basis. The Company elected the practical expedient not to measure an allowance for credit losses on accrued interest receivable.

Equity investments at fair value – EchoStar Holdings

As discussed above, on September 30, 2024, the Company and certain PIPE Investors entered into 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. The portion of the PIPE Investment represented by the Company’s 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.

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The asset associated with the equity investment is measured at fair value on the closing of the PIPE investment and on a recurring basis. The subsequent measurement of the equity as of March 31, 2025 and December 31, 2024, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker, SATS. SATS is publicly traded and subject to active market quotations, the Company has determined that its fair value is readily observable in the open market. Accordingly, the fair value of the security is based on quoted market prices in active markets for identical instruments. As such, the security is classified as Level 1 within the fair value hierarchy. The fair value of the PIPE Investment was $43,499,994 as of November 12, 2024. During the year ended December 31, 2024, the Company recognized a decrease in fair value of $7,973,965, resulting in a fair value of $35,526,030 as of December 31, 2024. During the three months ended March 31, 2025, the Company recognized an increase in fair value of $4,157,631, resulting in a fair value of $39,719,661 as of March 31, 2025.

The following tables present the changes in the fair value of equity investments at fair value during the three months ended March 31, 2025 and the year ended December 31, 2024:


Fair value as of November 12, 2024	$	43,499,996
Change in fair value		(7,973,965)
Fair value as of December 31, 2024		35,562,030
Change in fair value		4,157,631
Fair Value as of March 31, 2025	$	39,719,661

Contingent Consideration

The contingent consideration liability recognized in connection with the acquisition of Red Tech is measured at fair value on a recurring basis and classified as a Level 3 fair value measurement within the fair value hierarchy. The fair value was determined using a probability-weighted discounted cash flow model, which incorporates management’s estimates regarding the likelihood of achieving specified performance milestones, expected timing of payments, and a risk-adjusted discount rate.

Changes in the fair value of the contingent consideration are recognized in earnings within other (income) expense, net in the period of remeasurement.

Changes in the estimated fair value of the contingent consideration liability during the three months ended March 31, 2025 were as follows:


Description		Amount
Balance at December 31, 2024		$	5,309,130
Change in fair value			16,942
Balance at March 31, 2025		$	5,326,072

Warrants

As of March 31, 2025 and December 31, 2024, the Company’s derivative warrant liabilities were valued at $1,203,333 and $1,504,166, respectively. The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the Consolidated Balance Sheets. The derivative warrant liabilities are initially measured at fair value on the issuance date and subsequently remeasured at fair value on a recurring basis, with changes in fair value recognized in change in fair value of derivative warrant liabilities in the Consolidated Statements of Operations.

The liability associated with the Warrants is measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of March 31, 2025 and December 31, 2024 is classified as Level 2, as the observable market quote under the ticker CNXXW does not reflect an active market due to limited trading volume. Although quoted prices are available, the market is not considered active under ASC 820, and therefore the fair value measurement does not qualify as a Level 1 input.

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The following tables present the changes in the fair value of derivative warrant liabilities during the periods ended December 31, 2024 and March 31, 2025:


					Aggregate Warrant
	Private Warrants		Public Warrants		Liability
Fair value as of December 31, 2023	$	3,468,000	$	5,737,500	$	9,205,500
Change in fair value		(1,202,467)		(1,989,375)		(3,191,842)
Fair value as of March 31, 2024		2,265,533		3,748,125		6,013,658
Change in fair value		(1,698,867)		(2,810,625)		(4,509,492)
Fair value as of June 30, 2024		566,666		937,500		1,504,166
Change in fair value		1,813,334		3,000,000		4,813,334
Fair value as of September 30, 2024		2,380,000		3,937,500		6,317,500
Change in fair value		(1,813,334)		(3,000,000)		(4,813,334)
Fair value as of December 31, 2024		566,667		937,500		1,504,166
Change in fair value		(113,333)		(187,500)		(300,833)
Fair value as of March 31, 2025	$	453,333	$	750,000	$	1,203,333

Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the Consolidated Statements of Operations.

During the periods ended March 31, 2025 and December 31, 2024, there were no transfers into or out of the Level 1, Level 2, or Level 3 classifications.

Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the Consolidated Statements of Operations

Note 14 – Stock Compensation

The Company maintains the 2024 Non-Employee Director Stock Incentive Plan (the “Plan”), which authorizes grants of non-statutory stock options to non-employee directors. Options are granted at an exercise price equal to the fair market value of the Company’s common stock on the grant date, vest immediately, and expire ten years from the date of grant unless earlier terminated in accordance with the Plan.

On December 31, 2024, the Company granted stock options to three non-employee directors to purchase an aggregate of 15,000 shares of common stock at an exercise price of $1.46 per share. The options vested immediately on the grant date and expire on December 31, 2029.

The fair value of each option award was estimated on the December 31, 2024 grant date using the Black-Scholes option-pricing model. Because the awards were fully vested on the grant date, the total fair value was recognized as stock-based compensation expense within general and administrative expenses during the year ended December 31, 2024. No stock-based compensation expense related to these awards was recognized during the three months ended March 31, 2025.

No stock options were granted during the three months ended March 31, 2025.

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A summary of option activity under the Plan is presented below:


					Weighted-Average			Weighted-Average
Activity		Options			Exercise Price			Remaining Term
Outstanding – beginning of period		$	15,000		$	1.46		$	5
Granted			—			—			—
Exercised/Forfeited			—			—			—
Outstanding – end of period			15,000			1.46			4.75
Exercisable – end of period		$	15,000		$	1.46		$	4.75

The weighted-average grant-date fair value of the options granted on December 31, 2024 was $0.84 per share. Total stock-based compensation expense recognized for these awards was $12,570 during the year ended December 31, 2024. No unrecognized compensation cost remained as of March 31, 2025.

Note 15 – Subsequent Events

The Company evaluated events that have occurred after the Balance Sheet date through January 30, 2026, the date on which the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements, except as described below.

On July 4, 2025, the One Big Beautiful Bill Act (the “2025 Tax Act”) was signed into law. The 2025 Tax Act includes a broad range of tax reform that may affect the Company’s financial results, including domestic research cost expensing and 100% first-year bonus depreciation. For tax years beginning after December 31, 2024, taxpayers may elect to either (i) immediately deduct eligible Section 174 research expenditures or (ii) capitalize and amortize such costs over a period of no less than 60 months. The Company currently evaluating the impact of the 2025 Tax Act upon our future effective tax rate, tax liabilities, and cash taxes.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly 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” or “nXgen” 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 unaudited condensed consolidated financial statements and the notes related thereto which are included elsewhere in this Quarterly Report. 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 “Cautionary Note Regarding Forward-Looking Statements,” and the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on November 28, 2025.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of Part II, Item 1A of this Quarterly Report and in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on November 28, 2025. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We were incorporated in the State of Nevada as a blank check company on August 26, 2020. Today, we are a diversified operating company seeking opportunities to power the next generation of innovators in communications and connectivity. Our mission is to partner with emerging companies with quality management and strong and differentiated business models with the ability to scale. Our Chairman and Director, Charles W. Ergen, is Chairman and co-founder of EchoStar and DISH and beneficially owned approximately 90.4% of the total voting power of EchoStar’s outstanding shares as of December 22, 2025. Our Chief Executive Officer, Jason Kiser served as Treasurer of DISH from 2008 to 2023, and has been employed by entities owned or controlled by Mr. Ergen for over 35 years.

We are engaged principally in two lines of business:

●Technology & Telecommunications: This line of business includes our spectrum-sharing technologies and services business, which we operate through our subsidiary, RED Technologies; and

●Infrastructure & Real Estate: This line of business includes the operation of our commercial real estate property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless.

Results of Operations

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance). We also incur operating expenses related to our business segments. 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.

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Subsequent to the completion of the Business Combination, we generate revenues from rent received under the Seller Lease Agreement. Subsequent to the completion of the acquisition of RED Technologies, RED Technologies generated revenues that were not material to the Company’s results of operations for the period presented.

The following table sets forth our results of operations for the periods presented. The data has been derived from the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q which include, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair statement of the financial position and results of operations for the interim periods presented. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

Results for the three months ended March 31, 2025 and 2024:


		Three Months Ended March 31,
		2025			2024
Rental income		$	770,818		$	—
Sales income			74,432			—
Total Income			845,250			—
Depreciation and amortization expense			404,276			—
General and administrative expenses			1,023,365			1,072,033
Loss from operations			(582,391)			(1,072,033)
Other income (expense)			—			—
Change in fair value of equity forward			—			(7,000)
Change in fair value of derivative warrant liabilities			300,833			3,191,842
Change in fair value of contingent consideration			(16,942)			—
Change in fair value of equity investment			4,157,631			—
Unrealized gain/loss on cash equivalents held in investment account			(4,759)			—
Interest income and realized gain on cash or cash equivalents			1,333,743			—
Interest income on cash or investments held in Trust Account			—			250,812
Total other income (expense), net			5,770,506			3,435,654
Income before income tax expense			5,188,115			2,363,621
Income tax expense			175,118			10,336
Net income			5,012,997			2,373,957

For the three months ended March 31, 2025, the Company generated total revenues of $845,250, compared to no revenues for the three months ended March 31, 2024. Revenues for the 2025 period consisted of $770,818 of rental income from the Company’s real estate property and $74,432 of sales income from its Red Technology operating subsidiary.

Depreciation and amortization expense was $404,276 for the three months ended March 31, 2025, compared to none for the three months ended March 31, 2024. General and administrative expenses totaled $1,023,365 for the three months ended March 31, 2025, compared to $1,072,033 for the three months ended March 31, 2024. As a result, the Company reported a loss from operations of $582,391 for the three months ended March 31, 2025, compared to a loss from operations of $1,072,033 for the three months ended March 31, 2024.

Other income (expense), net, was $5,770,506 for the three months ended March 31, 2025, compared to income of $3,435,654 for the three months ended March 31, 2024. The change was primarily driven by:

●

a $300,833 gain from the change in fair value of derivative warrant liabilities for the three months ended March 31, 2025, compared to a $3,191,842 gain in the prior year period;

●

a $16,942 loss from the change in fair value of contingent consideration for the 2025 period compared to none in the prior year;

●

a $4,157,631 gain from the change in fair value of an equity investment during the 2025 period relating to the Company’s investment in EchoStar Corporation which was acquired in the fourth quarter of 2024; and

●

$1,333,743 of interest income and realized gains on cash and cash equivalents for the three months ended March 31, 2025 compared to $250,812 for the three months ended March 31, 2024. The increase relates to the increase in the cash balances in 2025.

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Income before income taxes was $5,188,115 for the three months ended March 31, 2025, compared to income of $2,363,621 for the three months ended March 31, 2024. After income tax expense of $175,118 for the 2025 period, compared to income tax expense of $10,336 for the same period in 2024, the Company reported net income of $5,012,997 for the three months ended March 31, 2025, compared to net income of $2,373,957 for the three months ended March 31, 2024.

Liquidity and Capital Resources

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

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $750.0 million was placed in the Trust Account. We incurred $42.3 million in transaction costs, including $15 million of underwriting fees, $26.3 million of deferred underwriting fees (which deferred underwriting commission was waived by the underwriters) and $1 million of other costs in connection with our Initial Public Offering and the sale of the Private Placement Warrants.

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

For the three months ended March 31, 2025, net cash provided by operating activities was $1,218,867, primarily reflecting adjustments for non-cash items such as general and administrative expenses, the change in fair value of derivative warrant liabilities, change in fair value of contingent consideration, interest income earned on investments, and changes in working capital, including accrued expenses and income taxes payable. For the three months ended March 31, 2024, net cash used in operating activities was $405,027.

For the three months ended March 31, 2025, net cash used in investing activities was $3,540,440, which included the purchase of available for sale securities. For the three months ended March 31, 2024, net cash provided by investing activities was $0.

For the three months ended March 31, 2025, net cash used in financing activities was $0. For the three months ended March 31, 2024, net cash provided by financing activities was $500,000 related to the cash received from the working capital loan.

As of March 31, 2025, the Company had cash and cash equivalents of $115,200,363. As of March 31, 2024 we had operating cash of $103,135 and investments held in the Trust Account of $22,216,917.

On May 1, 2024, the Company completed its Asset Acquisition. In addition, on May 1, 2024, the Company completed the Equity Forward Transaction, resulting in cash proceeds to the Company aggregating approximately $200 million. In connection with the Transaction, the Company entered into the Seller Lease Agreement, which results in annual rental revenue of approximately $3 million.

Management has evaluated the Company’s ability to continue as a going concern and determined that the Company’s sources of liquidity will be sufficient to meet its obligations for at least one year from the issuance date of the March 31, 2025 financial statements. Accordingly, no conditions or events raise substantial doubt about the Company’s ability to continue as a going concern.

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Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) 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.

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.

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 unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

As of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

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Item 4. 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 March 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer 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 below, our disclosure controls and procedures were not effective.

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 unaudited condensed consolidated financial statements will not be prevented, or detected and corrected on a timely basis.

Our management concluded that there were material weaknesses related to (i) our accounting for complex financial instruments, including debt, equity and derivative instruments, and non-recurring transactions, and (ii) insufficient qualified accounting personnel, 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, and to 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.

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.

Changes In Internal Controls over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting other than management’s remediation efforts described above.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in legal proceedings or be subject to claims in the ordinary course of business. We are not currently a party to any material legal proceedings. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors and there can be no assurances that favorable outcomes will be obtained.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Report are any of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on November 28, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Number		Description
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)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONX CORP.

(Registrant)

	CONX CORP.
	(Registrant)
Date: January 30, 2026	/s/ Kyle Jason Kiser
	Kyle Jason Kiser
	Chief Executive Officer
	Principal Executive, Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

CONX Corp. 10-Q