Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period ended June 30, 2022March 31, 2023

or

TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934

For the transition period from ______ to ______

Commission File Number 001-39677

CONX CORP.

(Exact name of registrant as specified in its charter)

Nevada

    

85-2728630

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

5701 S. Santa Fe Dr.

Littleton, CO 80120

(Address of principal executive offices including zip code)

(303) 472-1542

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading
Symbol(s)

    

Name of each exchange on which
registered

Units, each consisting of one share of 
Class A common stock and one-fourth of one redeemable warrant

 

CONXU

 

The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share

 

CONX

 

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share

 

CONXW

 

The Nasdaq Stock Market LLC

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 AugustMay 9, 2022, 75,030,0002023, 8,378,384 shares of Class A common stock, par value $0.0001 per share, and 18,750,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

CONX CORP.

FORM 10-Q

For the period ended June 30, 2022March 31, 2023

INDEX

 

 

Page

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements:

Condensed Balance Sheets as of June 30, 2022March 31, 2023 (unaudited) and December 31, 20212022

2

Unaudited Condensed Statements of Operations for each of the three and six months ended June 30,March 31, 2023 and 2022 and 2021

3

Unaudited Condensed Statements of Changes in Stockholders’ Deficit for each of the three and six months ended June 30,March 31, 2023 and 2022 and 2021

4

Unaudited Condensed Statements of Cash Flows for each of the sixthree months ended June 30,March 31, 2023 and 2022 and 2021

5

Unaudited Notes to Condensed Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

Item 4.

Controls and Procedures

23

 

 

PART II. OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

25

Item 1A.

Risk Factors

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

Item 3.

Defaults Upon Senior Securities

25

Item 4.

Mine Safety Disclosures

25

Item 5.

Other Information

25

Item 6.

Exhibits

26

Signatures

27

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Table of Contents

CONX CORP.

CONDENSED BALANCE SHEETS

June 30, 2022

December 31, 

March 31, 2023

December 31, 

    

(unaudited)

    

2021

    

(unaudited)

    

2022

Assets:

  

  

Current assets:

Cash

$

446,794

$

750,369

$

1,132,718

$

1,397,296

Prepaid expenses

 

89,438

70,000

 

81,355

23,105

Other receivable

3,508

Total current assets

536,232

823,877

1,214,073

1,420,401

Investments held in trust account

 

750,614,018

750,080,355

Cash held in trust account

84,744,289

84,243,386

Total assets

$

751,150,250

$

750,904,232

$

85,958,362

$

85,663,787

Liabilities, Class A Common Stock Subject to Redemption, and Stockholders’ Deficit:

 

Current liabilities:

 

 

Accounts payable

$

$

$

$

19,114

Extension note

417,419

333,935

Accrued expenses

331,000

286,011

666,000

575,300

Income taxes payable

 

126,496

12,746

 

1,208,515

1,208,515

Total current liabilities

 

457,496

298,757

 

2,291,934

2,136,864

Deferred legal fees

275,000

275,000

275,000

275,000

Deferred underwriting fee payable

26,250,000

26,250,000

26,250,000

26,250,000

Derivative warrant liabilities

4,963,750

25,871,666

5,436,058

4,512,500

Total liabilities

31,946,246

52,695,423

34,252,992

33,174,364

Commitments and Contingencies

 

 

Class A common stock subject to possible redemption, 75,000,000 shares at redemption value of $10.00 per share

750,000,000

750,000,000

Class A common stock subject to possible redemption, 8,348,384 shares at redemption value of $10.15 per share at March 31, 2023 and redemption value of $10.05 per share at December 31, 2022

84,744,289

84,243,386

Stockholders’ Deficit:

 

 

Preferred stock, $0.0001 par value; 20,000,000 shares authorized; NaN issued or outstanding

 

Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding

 

Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 30,000 shares issued and outstanding

 

3

3

 

3

3

Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 18,750,000 shares issued and outstanding

 

1,875

1,875

 

1,875

1,875

Additional paid-in capital

 

0

0

Accumulated deficit

 

(30,797,874)

(51,793,069)

 

(33,040,797)

(31,755,841)

Total Stockholders’ Deficit

 

(30,795,996)

(51,791,191)

 

(33,038,919)

(31,753,963)

Total Liabilities, Class A Common Stock Subject to Redemption, and Stockholders’ Deficit

$

751,150,250

$

750,904,232

$

85,958,362

$

85,663,787

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

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Table of Contents

CONX Corp.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Three Months

For the Three Months

Ended June 30, 

Ended June 30, 

    

2022

    

2021

    

General and administrative expenses

$

103,873

$

230,200

Loss from operations

(103,873)

(230,200)

Other income

Change in fair value of derivative warrant liabilities

7,972,083

(3,610,000)

Interest income on investments held in Trust Account

515,167

18,907

Total other income (expense)

8,487,250

(3,591,093)

Income (loss) before income tax expense

8,383,377

(3,821,293)

Income tax expense

116,154

4,905

Net income (loss)

$

8,267,223

$

(3,826,198)

Weighted average common shares outstanding, basic and diluted

 

Class A - Common stock

75,030,000

75,020,000

Class B - Common stock

18,750,000

18,750,000

Basic and diluted net income (loss) per common share

Class A - Common stock

$

0.09

$

(0.04)

Class B - Common stock

$

0.09

$

(0.04)

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

CONX Corp.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

    

For the Six Months

    

For the Six Months

For the Three Months

For the Three Months

Ended June 30,

Ended June 30,

Ended March 31, 

Ended March 31, 

2022

2021

    

2023

    

2022

General and administrative expenses

$

315,133

$

296,772

$

277,914

$

211,260

Loss from operations

 

(315,133)

 

(296,772)

(277,914)

(211,260)

Other income (expense)

 

  

 

  

Change in fair value of extension note

417,419

Change in fair value of derivative warrant liabilities

 

20,907,916

 

5,114,167

(923,558)

12,935,833

Interest income on investments held in Trust Account

 

533,664

 

37,402

Total other income

 

21,441,580

 

5,151,569

Income before income tax expense

 

21,126,447

 

4,854,797

Interest income earned on cash or investments held in Trust Account

18,497

Total other (expense) income

(506,139)

12,954,330

(Loss) Income before income tax expense

(784,053)

12,743,070

Income tax expense

 

131,252

 

9,465

15,098

Net income

$

20,995,195

$

4,845,332

Net (loss) income

$

(784,053)

$

12,727,972

Weighted average common shares outstanding, basic and diluted

 

  

 

  

 

Class A - Common stock

 

75,030,000

 

75,018,564

8,348,384

75,030,000

Class B - Common stock

 

18,750,000

 

18,750,000

18,750,000

18,750,000

Basic and diluted net income per common share

 

  

 

  

Basic and diluted net income (loss) per common share

Class A - Common stock

$

0.22

$

0.05

$

(0.03)

$

0.14

Class B - Common stock

$

0.22

$

0.05

$

(0.03)

$

0.14

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

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Table of Contents

CONX Corp.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

 

Common Stock

 

Additional

 

Class A

 

Class B

 

Paid-In

 

Accumulated

Stockholders’

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Deficit

Balance—January 1, 2023

30,000

$

3

18,750,000

$

1,875

$

$

(31,755,841)

$

(31,753,963)

Accretion Adjustment

 

 

 

 

 

 

(500,903)

 

(500,903)

Net loss

 

 

 

 

 

 

(784,053)

 

(784,053)

Balance—March 31, 2023 (unaudited)

30,000

$

3

18,750,000

$

1,875

$

$

(33,040,797)

$

(33,038,919)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

 

Common Stock

 

Additional

 

Class A

 

Class B

 

Paid-In

 

Accumulated

Stockholders’

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Deficit

Balance—January 1, 2022

30,000

$

3

18,750,000

$

1,875

$

0

$

(51,793,069)

$

(51,791,191)

Net income

 

 

 

 

 

 

12,727,972

 

12,727,972

Balance, March 31, 2022

30,000

3

18,750,000

$

1,875

$

(39,065,097)

$

(39,063,219)

Net income

8,267,223

8,267,223

Balance—June 30, 2022

30,000

$

3

18,750,000

$

1,875

$

$

(30,797,874)

$

(30,795,996)

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Common Stock

Additional 

Class A

Class B

Paid-In

Accumulated

Stockholders’

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Deficit

Balance—January 1, 2022

30,000

$

3

18,750,000

$

1,875

$

$

(51,793,069)

$

(51,791,191)

Net income

12,727,972

12,727,972

Balance—March 31, 2022 (unaudited)

30,000

$

3

18,750,000

$

1,875

$

$

(39,065,097)

$

(39,063,219)

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

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CONX Corp.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

Common Stock

Additional 

Class A

Class B

Paid-In

Accumulated

Stockholders’

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Deficit

Balance—January 1, 2021

10,000

$

1

18,750,000

$

1,875

$

0

$

(71,149,143)

$

(71,147,267)

Issuance of Director Shares

 

10,000

 

1

 

 

 

 

 

1

Net income

 

 

0

 

 

 

 

8,671,530

 

8,671,530

Balance, March 31, 2021

 

20,000

$

1

 

18,750,000

$

1,875

$

(62,477,613)

$

(62,475,736)

Net loss

0

(3,826,198)

(3,826,198)

Balance—June 30, 2021

20,000

$

2

18,750,000

$

1,875

$

$

(66,303,811)

$

(66,301,934)

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

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Table of Contents

CONX Corp.

UNAUDITED STATEMENTS OF CASH FLOWS

For the

For the

Six Months

Six Months

Three Months

Three Months

Ended

Ended

Ended

Ended

June 30, 

June 30, 

March 31, 

March 31, 

    

2022

    

2021

    

2023

    

2022

Cash flows from Operating Activities:

  

  

Net income

$

20,995,195

$

4,845,332

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on investments held in Trust Account

(533,664)

(37,402)

Net income (loss)

$

(784,053)

$

12,727,972

Adjustments to reconcile net income(loss) to net cash used in operating activities:

Interest income earned on cash or investments held in Trust Account

(18,497)

Change in fair value of note convertible

(417,419)

Change in fair value of derivative warrant liabilities

(20,907,916)

(5,114,167)

 

923,558

(12,935,833)

Changes in operating assets and liabilities:

 

Prepaid expenses

(19,438)

(27,000)

(58,250)

(43,250)

Other receivable

3,508

Accounts payable

(112,500)

(19,114)

5,800

Accrued expenses

 

44,990

125,000

 

90,700

57,902

Income taxes payable

113,750

3,540

4,542

Net cash used in operating activities

 

(303,575)

(317,197)

$

(264,578)

(201,364)

Investing Activities

Cash deposits into Trust Account

(500,903)

Net cash used in investing activities

(500,903)

Financing Activities

Proceeds from Extension note

500,903

Net provided by financing activities

500,903

Net change in cash

 

(303,575)

(317,197)

 

(264,578)

(201,364)

Cash—beginning of the period

$

750,369

$

1,211,837

$

1,397,296

$

750,369

Cash—end of the period

$

446,794

$

894,640

$

1,132,718

$

549,005

Supplemental Disclosure of Non-cash Financing and Investing Activities:

 

Reinvestment of interest earned on Trust Account investments

$

533,664

$

37,402

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

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Table of Contents

CONX Corp.

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

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

CONX Corp. (the “Company”) 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 “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus its search on identifying a prospective target that can benefit from its operational expertise in the technology, media and telecommunications (“TMT”) industries, including the wireless communications industry.

As of June 30, 2022,March 31, 2023, the Company had not commenced operations. All activity for the period from August 26, 2020 (inception) through June 30, 2022March 31, 2023 relates to the Company’s initial public offering and subsequent search for a potential Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. ThePrior to October 12, 2022, the Company generatesgenerated non-operating income in the form of interest income on marketable investments and cash held in a Trust Account (as defined below) from the net proceeds derived from the Initial Public Offering (as defined below). The Company recognizes changes in the fair value of warrant liability as other income (expense). Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash, which will remain in the Trust Account. The Company no longer intends to invest the net proceeds in securities or interest-bearing accounts prior to an initial business combination. Accordingly, the amount of interest income (which the Company is permitted to use to pay the Company’s taxes and up to $100,000 of dissolution expenses) will no longer increase, which will limit the interest income available for payment of taxes and dissolution expenses for distribution to public shareholders in connection with the Company’s liquidation or in connection with the consummation of the Company’s business combination.

The Company’s Sponsor is nXgen Opportunities, LLC, a Colorado limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on October 29, 2020. On November 3, 2020, the Company consummated the Initial Public Offering of 75,000,000 Units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $750.0 million (the “Initial Public Offering”), and incurring offering costs of approximately $42.3 million, inclusive of approximately $26.3 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $17.0 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, a total of $750.0 million ($10.00 per Unit), consisting of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only 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”), having 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, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash (as discussed above).

The Company filed a Form 8-K on November 1, 2022 notifying stockholders of the approval at the meeting of stockholders held on October 31, 2022 (the “Extension Meeting”) to extend the date by which the Company must consummate a business combination from November 3, 2022 to June 3, 2023 (the “Extension”). Stockholders holding 66,651,616 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $669.9 million (approximately $10.05 per share) was removed from the Trust Account to pay such redeeming holders (the “Extension Redemptions”). The Extension will provide the Company with additional time to complete a business combination.

In connection with the Extension, the Sponsor agreed to advance to the Company (i) $0.02 for each public share that was not redeemed in connection with the Extension Meeting plus (ii) $0.02 for each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on the 3rd day of each subsequent month, or portion thereof, that the Company requires to complete a business combination from November 3, 2022 until June 3, 2023 (such advances, the “Extension

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Loans”). As part of the Extension Meeting and the approval of the Extension Amendment, 66,651,616 shares of Class A common stock were redeemed in the Extension Redemptions and 8,348,384 shares of Class A Common Stock were not redeemed. As a result, the aggregate monthly Extension Loans payable by the Sponsor to us are $166,968. The Sponsor had advanced a total of $834,838 to the Trust Account as of March 31, 2023. The Extension Loans do not bear interest to the Sponsor or its designee and are repayable by us to the Sponsor or its designee upon the earlier of: (i) the consummation of an initial business combination or (ii) the Company’s liquidation. The Sponsor has waived any and all rights to the monies held in the Trust Account with respect to those Extension Loans. The Sponsor or its designee has the sole discretion whether to continue advancing Extension Loans for additional calendar months until June 3, 2023 and if the Sponsor determines not to continue advancing Extension Loans for additional calendar months, its obligation to make additional Extension Loans will terminate. At the option of the Sponsor, up to $1,500,000 of the Extension Loans may be converted into warrants identical to the Private Placement Warrants, at $1.50 per warrant.

On October 31, 2022, the Company issued a promissory note in the principal amount of up to $1,168,774 to the Sponsor (the “Extension Note”), evidencing the Company’s indebtedness with respect to the Extension Loans. As of March 31, 2023, the current balance of the Extension Note was $834,838.

The Company remains in discussions with DISH Network Corp. (“DISH”) regarding a potential transaction (which we refer to as the “Transaction”). The Company expects to announce additional details regarding the potential business combination if and when a definitive agreement is executed. No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the Transaction will be consummated or the timeframe for such consummation. Any business combination, including the Transaction, would be subject to, among other things, negotiation between the parties, significant due diligence, appropriate board and shareholder approvals, regulatory approvals and other conditions. We have agreed to obtain an opinion from an independent investment banking firm or a valuation or appraisal firm regarding the fairness to the Company from a financial point of view of a business combination with any entity that is affiliated with our Sponsor or any of the Company’s officers or directors, including the Transaction. In addition, we intend to appoint a special committee of independent and disinterested directors to evaluate and if appropriate negotiate and approve the terms of any Transaction.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share).Account. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). 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. The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. TheIn connection with a Business Combination, the Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the shares granted to them as compensation (the “Independent Director

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Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have 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.

The Articles of Incorporation provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor, Messrs. Charles W. Ergen and Jason Kiser (the “initial stockholders”) have agreed not to propose an amendment to the Articles of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by NovemberJune 3, 20222023, as extended (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to its obligations under Nevada law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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The initial stockholders and independent directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Independent Director Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or independent directors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective targets or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation

The accompanying unaudited condensed 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. Certain information or footnote disclosures normally included in the unaudited condensed 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

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unaudited condensed 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 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, as filed with the SEC on March 16, 2022.1, 2023. The interim results for the sixthree months ended June 30, 2022March 31, 2023 are not necessarily indicative of the results to be expected for the period ended December 31, 20222023 or for any future periods.

Going Concern

Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were 0no amounts outstanding under any Working Capital Loan.

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The Company will be required to liquidate and dissolve if the Business Combination is not completed by November 3, 2022. Management currently anticipates that an extensionthe end of the Combination Period would be required to complete a Business Combination. There can be no assurance that we will seek such an extension or that an extension, if sought, will be obtained.Period. Management intends to seek additional financing to the extent current funds are insufficient to meet the Company’s working capital needs until completion of a Business Combination or mandatory liquidation. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that the specific impact is not readily determinable as of the date of the Balance Sheet. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the avoidance of, the excise tax. The IR Act applies to repurchases that occur after December 31, 2022, and it is possible that this tax will apply to future redemptions or liquidation.

Note 2—Summary of Significant Accounting Policies

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. AsAny loss incurred or a lack of June 30, 2022access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.cash flows.

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Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the Balance Sheets.Sheets, except for the public and private warrants.

See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis.

Derivative Financial Instruments

The Company evaluates its financialevaluated the Public and Private Warrants as either equity-classified or liability-classified instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivativesbased on an assessment of the warrants’ specific terms and applicable authoritative guidance in accordance withFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, “DerivativesDerivatives and Hedging”Hedging (“ASC 815”). The Company’s derivative instruments are recorded at fair value as of the IPOInitial Public Offering (November 3, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Unaudited Condensed Statements of Operations. Derivative assets and liabilities are classified on the Balance Sheet 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 Unaudited Condensed Statement of Operations in the period of change.

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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 may behad been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.Company. Investments held in the Trust Account arewere classified as trading securities which areand presented on the Balance Sheet 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 arewere included in gain on marketable investments, dividends and interest held in the Trust Account in the accompanying Unaudited Condensed Statement of Operations. The estimated fair values

Effective October 12, 2022, the Company converted all of its investments held in the Trust Account are determined using available market information, other than for investmentsinto cash, which will remain in open-ended money market funds with published dailythe Trust Account. The Company no longer intends to invest the net asset values (“NAV”),proceeds in which case the Company uses NAV as a practical expedientsecurities or interest-bearing accounts prior to fair value. The NAV on these investments is typically held constant at $1.00 per unit.an initial business combination.

Use of Estimates

The preparation of 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 liabilities is a significant accounting estimate included in these unaudited condensed 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 six months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

Offering Costs Associated with The Initial Public Offering

Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses or income in the Unaudited Condensed Statements of Operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

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Common Stock Subject to Possible Redemption

The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either: (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share).Account. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the Independent Director Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have 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.

Effective October 31, 2022, the redemption amount has been increased (i) $0.02 for each public share that was not redeemed as of October 31, 2022, plus (ii) $0.02 for each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on the 3rd day of each subsequent month, or portion thereof, that we require to complete a Business Combination from November 3, 2022 until June 3, 2023. Each additional contribution will be deposited in the Trust Account on or before the 3rd day of such calendar month. The Sponsor has agreed to advance such amounts through the Extension Note (Note 4).

The Articles of Incorporation provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change inIf it is probable that the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99,equity instrument will become redeemable, the Company has electedthe option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying valueamount of the securityinstrument to equal the redemption value at the end of each reporting period. This method would viewThe Company has elected to recognize the endchanges immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of the reporting period as if it were also the redemption date for the security.retained earnings, additional paid-in capital).

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Net Income (Loss) Per Share of Common Stock

Net income (loss) 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. The Company appliesIncome and losses are shared pro rata between the two-class method in calculating the net income (loss) per common share.two classes of shares. Accretion associated with the Class A common stock subject to possible redemption excluded from earnings per share as the redemption value approximates fair value. When calculating its diluted net income (loss) per share, the Company has not considered the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. The calculation excludes 18,750,000 Public Warrants, and 11,333,333 Private Placement Warrants for the three – and six- month periods ended June 30,March 31, 2023 and March 31, 2022 and June 30, 2021any Private Placement Warrants that would be issued as a result of the conversion of advances from the Extension Note (Note 4) into warrants.

Three Months Ended

Six Months Ended

June 30, 2022

June 30, 2022

    

Class A

    

Class B

    

Class A

    

Class B

Basic and diluted net income per share

 

  

Numerator:

Allocation of net income

$

6,614,307

$

1,652,916

$

16,797,499

$

4,197,696

Denominator:

 

Basic and diluted weighted average shares outstanding

75,030,000

18,750,000

75,030,000

18,750,000

Basic and diluted net income per share

$

0.09

$

0.09

$

0.22

$

0.22

Three Months Ended

Six Months Ended

Three Months Ended

Three Months Ended

June 30, 2021

June 30, 2021

March 31, 2023

March 31, 2022

    

Class A

    

Class B

    

Class A

    

Class B

    

Class A

    

Class B

    

Class A

    

Class B

Basic and diluted net (loss) income per share

 

  

 

  

 

  

 

  

Basic and diluted net income (loss) per share

 

  

Numerator:

 

  

 

  

 

  

 

  

Allocation of net (loss) income

$

(3,061,122)

$

(765,076)

$

3,876,457

$

968,875

Allocation of net income (loss)

$

(241,548)

$

(542,505)

$

10,183,192

$

2,544,780

Denominator:

 

  

 

  

 

  

 

  

 

Basic and diluted weighted average shares outstanding

 

75,020,000

 

18,750,000

 

75,018,564

 

18,750,000

8,348,384

18,750,000

75,030,000

18,750,000

Basic and diluted net (loss) income per share

$

(0.04)

$

(0.04)

$

0.05

$

0.05

Basic and diluted net income (loss) per share

$

(0.03)

$

(0.03)

$

0.14

$

0.14

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 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. Net deferred tax assets were deemed de minimis as of June 30, 2022 and December 31, 2021.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed 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 0no unrecognized tax benefits as of June 30, 2022March 31, 2023 and December 31, 2021.2022. 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 June 30, 2022March 31, 2023 and December 31, 2021.2022. 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.

Note 3—Initial Public Offering

On November 3, 2020, the Company consummated the Initial Public Offering of 75,000,000 Units at $10.00 per Unit, generating gross proceeds of $750.0 million, and incurring offering costs of approximately $42.3 million, inclusive of approximately $26.3 million in deferred underwriting commissions.

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Each Unit consists of 1one share of Class A common stock, par value $0.0001 per share, and one-fourth of 1one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Note 4—Related Party Transactions

Founder Shares

On August 28, 2020, Charles W. Ergen (the “Founder”) purchased an aggregate of 28,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.001 per share and transferred 2,875,000 Founder Shares to Jason Kiser, the Company’s Chief Executive Officer, for approximately the same per-share price initially paid by the Founder. On October 21, 2020, the Founder and Mr. Kiser contributed their Founder Shares to the Sponsor, in return for proportionate equity interests, resulting in the Sponsor holding 28,750,000 Founder Shares. On October 23, 2020, the Sponsor forfeited 7,187,500 Founder Shares, resulting in the Sponsor holding 21,562,500 Founder Shares. All share and per share amounts have been restated to reflect the

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forfeited shares. On December 14, 2020, as a result of the underwriters not exercising the over-allotment option, the Sponsor forfeited 2,812,500 Founder Shares, resulting in the Sponsor holding 18,750,000 Founder Shares.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) 180 days after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 11,333,333 Private Placement Warrants to the Sponsor, each exercisable to purchase 1one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $17.0 million.

Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On August 28, 2020, the Founder agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Prior to November 3, 2020, the Company borrowed $373,000 under the Note. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds. No future borrowings are permitted.

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In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022March 31, 2023 and December 31, 2021,2022, the Company had 0no borrowings under the Working Capital Loans.

On March 1, 2023, our Sponsor agreed to loan the Company an aggregate of up to $250,000 for working capital purposes. This loan is non-interest bearing, unsecured and due at the earlier of the completion of our initial business combination or the Company’s liquidation. The Company issued a promissory note to the Sponsor to evidence the loan. As of March 31, 2023, the Company had no borrowings under this note.

Extension Note

On October 31, 2022 the Sponsor agreed to loan the Company an aggregate of up to $1,168,774 for making payments into the Trust Account to extend the period for which the Company has to complete and Initial Business Combination. This loan is non-interest bearing, unsecured and due at the earlier of the date of the Initial Business Combination or the liquidation of the Company. Sponsor may elect to convert up to $1,500,000 of the unpaid principal balance of this Note into that number of warrants, each whole warrant exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company (the “Conversion Warrants”), equal to the principal amount of the note payable so converted divided by $1.50. The Conversion Warrants shall be identical to the Private Placement warrants issued by the Company in a private placement that took place immediately prior to the

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closing of the Initial Public Offering. The Company has elected the fair value option for the Extension Note. Amounts outstanding under this note as of March 31, 2023 and December 31, 2022 were $834,838 and $333,935, respectively.

Note 5—Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants, Independent Director Shares and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and stockholder rights agreement signed at the effective date of the Initial Public Offering. These holders 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.

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 will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Deferred Legal Fees

The Company obtained legal advisory services in connection with the Initial Public Offering and agreed to pay approximately $275,000 of such fees upon the consummation of the initial Business Combination, which was recorded as deferred legal fees in the Balance Sheets as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

Note 6—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 June 30, 2022March 31, 2023 and December 31, 2021,2022, there were 75,030,0008,378,384 shares of Class A common stock issued and outstandingincluding 75,000,000 (of which 30,000 shares of Class A common stock subject to possible redemption and 30,000were Independent Director Shares and not subject to redemption.redemption).

On October 23, 2020, the Company granted 10,000 Independent Director Shares to Gerald Gorman, and on January 27, 2021, the Company granted 10,000 Independent Director Shares to Adrian Steckel. On October 29, 2021, Mr. David K. Moskowitz was appointed as a new director to the board of directors of the Company and was granted 10,000 Independent Director Shares. The Independent Director Shares will vest on the date of the consummation of a Business Combination, subject to continued service on the Company’s board of directors until that date. The Company’s independent directors have entered or, in the case of independent directors subsequently appointed, will enter into a letter agreement with the Company pursuant to which they will be subject to the same transfer restrictions and waivers as the Company’s initial stockholders, Sponsor, officers and directors with respect to their Founder Shares, as discussed in Note 1 and Note 4.

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Table The sale of Contentsthe Independent Director Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Independent Director Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Independent Director Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Independent Director Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Independent Director Shares.

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 June 30, 2022March 31, 2023 and December 31, 2021,2022, 18,750,000 shares of Class B common stock were outstanding. The Sponsor owns approximately 20% 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 1one vote, except as required by law

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or stock exchange rule, and except that prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of two-thirds of the voting power of the Founder Shares may remove a member of the board of directors for any reason.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a 1-for-oneone-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of the shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (excluding Independent Director Shares and after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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 June 30, 2022March 31, 2023 and December 31, 2021,2022, there were 0no shares of preferred stock issued or outstanding.

Note 7—Warrants

As of June 30, 2022March 31, 2023 and December 31, 2021,2022, the Company had 18,750,000 Public Warrants and 11,333,333 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under 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). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

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Table of Contents

If the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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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 will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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Table of Contents

Note 8—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 table presents information about the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2022March 31, 2023 and December 31, 20212022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Significant deviations from these estimates and inputs could result in a material change in fair value.

June 30, 

March 31, 

Description

    

Level

    

2022

    

Level

    

2023

Liabilities:

 

  

 

  

 

  

 

  

Private Placement Warrants

 

2

$

1,870,000

 

2

$

2,047,933

Public Warrants

 

1

$

3,093,750

1

$

3,388,125

Extension Note

 

3

$

417,419

December 31, 

December 31, 

Description

    

Level

    

2021

    

Level

    

2022

Liabilities:

 

  

 

  

 

  

 

  

Private Placement Warrants

 

2

$

9,746,666

 

2

$

1,700,000

Public Warrants

 

1

$

16,125,000

 

1

$

2,812,500

Warrant Liabilities

As of June 30, 2022March 31, 2023 and December 31, 2021,2022, the Company’s derivative warrant liabilities were valued at $4,963,750$5,436,058 and $25,871,666,$4,512,500, respectively. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the Balance Sheets. The derivative warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative warrant liabilities in the StatementUnaudited Condensed Statements of Operations.

Extension Note

As of March 31, 2023, the Company’s Extension Note was valued at $417,419. At any time prior to payment in full of the principal balance of the Extension Note, the Sponsor may elect to convert up to $1,500,000 of the unpaid principal balance of this Note into that number of warrants, each whole warrant exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company, equal to the principal amount of the Extension Note so converted divided by $1.50 (rounded down to the nearest whole share). The “fair value option” permits entities to choose, at specified election dates, to measure eligible financial assets and financial liabilities at fair value. The decision to elect the fair value option is: (a) applied on an instrument-by-instrument basis, (b) irrevocable, unless a new election date occurs; and (c) applied to an entire instrument. The Extension Note is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative warrant liabilities in the Unaudited Condensed Statements of Operations. The change in fair value of the Extension Note for the quarter ended March 31, 2023 was immaterial.

Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of June 30, 2022March 31, 2023 and December 31, 20212022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CONXW. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2 as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

The Extension Note is measured at fair value at inception and on a recurring basis. The subsequent measurement at March 31, 2023 is classified as a Level 3 due to the lack of observable inputs. The Extension Note was valued using a probability-based outcomes approach. The primary unobservable input utilized in determining fair value is the probability of a successful business combination before the mandatory liquidation date of June 3, 2023, which was estimated to be 50%. No other inputs to the model were considered significant.

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Table of Contents

The following table presents the changes in the fair value of derivative warrant liabilitiesvalues during the sixthree months ended June 30, 2022March 31, 2023 and June 30, 2021:March 31, 2022:

Aggregate

Aggregate

Extension

Private

Public

Warrant

Private

Public

Warrant

Note

    

Warrants

    

Warrants

    

Liability

    

Warrants

    

Warrants

Liability

    

Payable

Fair value as of December 31, 2021

$

9,746,666

$

16,125,000

$

25,871,666

Fair value as of December 31, 2022

$

1,700,000

$

2,812,500

$

4,512,500

$

333,935

Advances on Extension Note

500,903

Change in fair value(1)(2)

 

(7,876,666)

 

(13,031,250)

 

(20,907,916)

 

347,933

 

575,625

 

923,558

 

(417,419)

Fair value as of June 30, 2022

$

1,870,000

$

3,093,750

$

4,963,750

Fair value as of March 31, 2023

$

2,047,933

$

3,388,125

$

5,436,058

$

417,419

(1)Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the StatementUnaudited Condensed Statements of Operations.

(2)During the sixthree months ended June 30, 2022March 31, 2023 and December 31, 2021,2022, there were no transfers into or out of the Level 1, Level 2, or Level 3 classifications.

Aggregate 

Aggregate 

Private 

Public 

Warrant 

Private 

Public 

Warrant 

    

Warrants

    

Warrants

    

Liability

    

Warrants

    

Warrants

    

Liability

Fair value as of December 31, 2020

$

17,226,666

$

28,500,000

$

45,726,666

Fair value as of December 31, 2021

$

9,746,666

$

16,125,000

$

25,871,666

Change in fair value(1)(2)

 

(1,926,667)

 

(3,187,500)

 

(5,114,167)

 

(4,873,333)

 

(8,062,500)

 

(12,935,833)

Fair value as of June 30, 2021

$

15,299,999

$

25,312,500

$

40,612,499

Fair value as of March 31, 2022

$

4,873,333

$

8,062,500

$

12,935,833

(1)Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the StatementUnaudited Condensed Statements of Operations.
(2)During the sixthree months ended June 30, 2021,March 31, 2022, there were no transfersinto or out of the Level 1, Level 2, or Level 3 classifications.

Note 9—Subsequent Events

The Company evaluated events that have occurred after the Balance Sheet date through the date on which the unaudited condensed 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 financial statements.statements, except as described below.

On April 3, 2023, the Company borrowed $125,000 under the working capital note.

On April 17, 2023, the Company paid federal income taxes in an amount equal to $976,183 and state income taxes in an amount equal to $213,852.

As of May 9, 2023, the balance on the Extension Note was $1,168,234.

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Table of Contents

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” 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 financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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 our Annual Report on Form 10-K for the year ended December 31, 2021,2022, filed with the SEC on March 16, 20221, 2023 and Part II, Item I.A.1.A of ourthis Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022.Report. 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 are a blank check company incorporated in the State of Nevada on August 26, 2020, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. We intend to effectuate our initial Business Combination utilizing cash from the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. Although we are not limited to a particular industry or sector for purposes of consummating a Business Combination, we intend to focus our search on identifying a prospective target that can benefit from our operational expertise in the technology, media and telecommunications (“TMT”) industry, including the wireless communications industry.

Our registration statement for our Initial Public Offering was declared effective on October 29, 2020. On November 3, 2020, we consummated the Initial Public Offering of 75,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $750.0 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 11,333,333 Private Placement Warrants to the Sponsor at a price of $1.50 per warrant, generating gross proceeds of $17 million.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $750.0 million was placed in the Trust Account and we had $1.7$1.1 million of cash held outside of the Trust Account after paymentas of costs related to the Initial Public Offering,March 31, 2023 and available for working capital purposes.purposes and to pay our taxes. We incurred $42.3 million in transaction costs, including $15 million of underwriting fees, $26.3 million of deferred underwriting fees and $1 million of other costs.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company filed a Form 8-K on November 1, 2022 notifying stockholders of the approval at the meeting of stockholders held on October 31, 2022 (the “Special Meeting”) to extend the date by which the Company must consummate a business combination from November 3, 2022 to June 3, 2023 (the “Extension”). Stockholders holding 66,651,616 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $669.9 million (approximately $10.05 per share) was removed from the Trust Account to pay such redeeming holders. The Extension will provide the Company with additional time to complete a business combination. The Company remains in discussions with DISH regarding a potential transaction (which we refer to as the “Transaction”). The Company expects to announce additional details regarding the potential business combination if and when a definitive agreement is executed.

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TableNo assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the Transaction will be consummated or the timeframe for such consummation. Any business combination, including the Transaction, would be subject to, among other things, negotiation between the parties, significant due diligence, appropriate board and shareholder approvals, regulatory approvals and other conditions. We have agreed to obtain an opinion from an independent investment banking firm or a valuation or appraisal firm regarding the fairness to the Company from a financial point of Contentsview of a business combination with any entity that is affiliated with our Sponsor or any of the Company’s officers or directors, including the Transaction. In addition, we intend to appoint a special committee of independent and disinterested directors to evaluate and if appropriate negotiate and approve the terms of any Transaction.

In connection with the Extension, the Sponsor agreed to advance to us (i) $0.02 for each public share that was not redeemed in connection with the Extension Meeting plus (ii) $0.02 for each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on the 3rd day of each subsequent month, or portion thereof, that we require to complete a business combination from November 3, 2022 until June 3, 2023 (such advances, the “Extension Loans”). As part of the Extension Meeting and the approval of the Extension Amendment, 66,651,616 shares of Class A common stock were redeemed in the Extension Redemptions and 8,348,384 shares of Class A Common Stock were not redeemed. As a result, the aggregate monthly Extension Loans payable by the Sponsor to us are $166,968. The Sponsor had advanced a total of $834,838 to the Trust Account as of March 31, 2023. The Extension Loans do not bear interest to our Sponsor or its designee and are repayable by us to our Sponsor or its designee upon the earlier of: (i) the consummation of an initial business combination or (ii) our liquidation. The Sponsor has waived any and all rights to the monies held in the trust account with respect to those Extension Loans. Our Sponsor or its designee has the sole discretion whether to continue advancing Extension Loans for additional calendar months until June 3, 2023 and if our Sponsor determines not to continue advancing Extension Loans for additional calendar months, its obligation to make additional Extension Loans will terminate. At the option of the Sponsor, up to $1,500,000 of the Extension Loans may be converted into warrants identical to the Private Placement Warrants, at $1.50 per warrant.

On October 31, 2022, we issued a promissory note in the principal amount of up to $1,168,774 to our Sponsor (the “Extension Note”), evidencing our indebtedness with respect to the Extension Loans. As of March 31, 2023, the current balance of the Extension Note was $834,838.

Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash, which will remain in the Trust Account. The Company no longer intends to invest the net proceeds in securities or interest-bearing accounts prior to an initial business combination. Accordingly, the amount of interest income (which we are permitted to use to pay our taxes and up to $100,000 of dissolution expenses) will no longer increase, which will limit the interest income available for payment of taxes and dissolution expenses for distribution to public shareholders in connection with our liquidation or in connection with the consummation of our business combination.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or Novemberby June 3, 20222023, as extended (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Nevada law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Management currently anticipates that an extension of the Combination Period would be required to complete a Business Combination. There can be no assurance that we will seek such an extension or that an extension, if sought, will be obtained. If we do not complete a Business Combination, there will be no redemption rights or liquidating distributions with respect to warrants to purchase our shares of Class A common stock, which will expire worthless.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the sixthree months ended June 30, 2022March 31, 2023 were associated with the search for a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our derivative warrant liabilities at each reporting period.

Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash, which will remain in the Trust Account. The Company no longer intends to invest the net proceeds in securities or interest-bearing accounts prior to an initial business combination. Accordingly, the amount of interest income (which we are permitted to use to pay our taxes and up to $100,000

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of dissolution expenses) will no longer increase, which will limit the interest income available for payment of taxes and dissolution expenses for distribution to public shareholders in connection with our liquidation or in connection with the consummation of our business combination.

For the three months ended June 30, 2022,March 31, 2023, we had a net incomeloss of $8,267,223$784,053 which was primarily related to a change in fair value of derivative warrant liabilities of $7,972,083 and included, interest income$923,558, change in fair value of $515,167, partially offset by income tax expensethe Extension Note convertible of $116,154$417,419 and general and administrative expenses of $103,873.$277,914.

For the three months ended June 30, 2021,March 31, 2022, we had net lossincome of ($3,826,198)$12,727,972 which was primarily related to a change in fair value of derivative warrant liabilities of ($3,610,000)$12,935,833 and included interest income of $18,907,$18,497, partially offset by income tax expense of $15,098 and general and administrative expenses of $230,200.

For the six months ended June 30, 2022, we had net income of $20,995,195, which was primarily related to a change in fair value of derivative warrant liabilities of $20,907,916 and included interest income of $533,664, partially offset by general and administrative expenses of $315,133 and income tax expense of $131,252.

For the six months ended June 30, 2021, we had net income of $4,845,332, which was primarily related to a change in fair value of derivative warrant liabilities of $5,114,167 and included interest income of $37,402, partially offset by general and administrative expenses of $296,772.$211,260.

Liquidity and Capital Resources

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

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

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $750.0 million was placed in the Trust Account and we had $1.7$1.1 million of cash held outside of the Trust Account after paymentas of costs related to the Initial Public Offering,March 31, 2023, and available for working capital purposes.purposes and to pay our taxes. We incurred $42.3 million in transaction costs, including $15 million of underwriting fees, $26.3 million of deferred underwriting fees and $1 million of other costs.

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For the sixthree months ended June 30,March 31, 2023, net cash used in operating activities was $(264,578). For the three months ended March 31, 2022, net cash used in operating activities was $(303,575)$(201,364). Net income of $20,995,195

For the three months ended March 31, 2023, net cash provided by investing activities was primarily related to a change in fair value of derivative warrant liabilities of $20,907,916. Changes in operating assets and liabilities resulted in $(303,575) of net$500,903, offset by cash used in operating activities. For the six months ended June 30, 2021, net cash used in operatingfinancing activities was $(317,197). Net income of $4,845,332 was primarily related to a change in fair value of derivative warrant liabilities of $5,114,167. Changes in operating assets and liabilities resulted in $(317,197) of net cash used in operating activities.$500,903.

As of June 30,March 31, 2023 we had operating cash of $1,132,718 and investments held in the Trust Account of $84,744,289. As of March 31, 2022 we had operating cash of $446,794$549,005 and investments held in the Trust accountAccount of $750,614,018. As of June 30, 2021 we had operating cash of $894,640 and investments held in the Trust account of $750,042,745.We$750,098,852. We intend to utilize substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

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

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

Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, theOn March 31, 2023, our Sponsor may, but is not obligated to, provide the Company Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loan.

The Company’s officers, directors and Sponsor may, but are not obligatedagreed to loan the Company an aggregate of up to $250,000 for working capital purposes. This loan is non-interest bearing, unsecured and due at the earlier of the completion of our initial business combination or the Company’s liquidation. The Company issued a promissory note to the Sponsor to evidence the loan. As of March 31, 2023, the Company had no borrowings under this note.

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We may need to raise additional funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion,order to meet the Company’s working capital needs. Accordingly,expenditures required for operating our business. If our estimate of the Companycosts of identifying a target business, undertaking in-depth due diligence and negotiating and consummating our initial business combination are less than the actual amount necessary to do so, we may not be ablehave insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing. Management intendsfinancing either to seekcomplete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing tosimultaneously with the extent current funds are insufficient to meet the Company’s working capital needs until completion of a Business Combination or mandatory liquidation.our initial business combination. If the Company iswe are unable to raise additional capital, it maycomplete our initial business combination because we do not have sufficient funds available to us, we will be requiredforced to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailingcease operations suspendingand liquidate the pursuit of a potential transaction, and reducing overhead expenses.Trust Account. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Lastly, the Company will be required to liquidate and dissolve if the Business Combination is not completed by NovemberJune 3, 2022.2023. The Company intends to complete a Business Combination before the mandatory liquidation date. as it may be extended in accordance with the Company’s Articles.

Contractual Obligations

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

Registration Rights

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

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Underwriting Agreement

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

Critical Accounting Policies

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

Warrant Liabilities

We account for our warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrants issuedwarrant’s specific terms and applicable authoritative guidance in connection with our Initial Public Offering in accordance with Accounting Standards CodificationASC 480, Distinguishing Liabilities from Equity (“ASC”ASC 480”) 815-40, “Derivatives and Hedging-Contracts in Entity’s Own Equity”ASC 815, Derivatives and Hedging (“ASC 815”), under which. The assessment considers whether the Warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the Warrantswarrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for liability classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Our Private Placement Warrants meet the criteria as liability classified derivative as contemplated in ASC 815, the Warrantsinstruments and are measuredrecorded at fair value at issuanceon the grant date and re-valued at each reporting date, with changes in accordance with ASC 820, “Fair Value Measurement”, withthe fair value reported in the Statements of Operations. We will continue to adjust the liability for changes in fair value recognized inuntil the Statement of Operations in the period of change. In accordance with ASC 825-10, “Financial Instruments”, the Company has concluded that a portionearlier of the transaction costs which directly related to the IPO and the private placementexercise or expiration of the Private Placement Warrants, which were previously charged to stockholders’ equity, should be allocatedWarrants. At that time, the portion of the liability related to the Private Placement Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the Statement of Operations.will be reclassified to additional paid-in capital.

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Common Stock Subject to Possible Redemption

The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either: (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with ASC 480-10-S99. The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. TheIn connection with a Business Combination, the Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Recent Accounting Standards

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

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Off-Balance Sheet Arrangements

As of June 30, 2022,March 31, 2023, 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

As of June 30, 2022,March 31, 2023, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have beenwere invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash, which will remain in the Trust Account.

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

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 June 30, 2022,March 31, 2023, 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 previously identified in our internal control over financial reporting described below, our disclosure controls and procedures were not effective.

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

As previously reported, we changed the classification of our warrants from equity to liability treatment, measured at fair value with changes in fair value each period reported in earnings. Additionally, in connection with the preparation of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021,March 31, 2023, management re-evaluated our application of ASC 480-10-S99 with respect to the accounting classification of our redeemable shares of Class A common stock (the “Public Shares”). Upon such re-evaluation, management determined that the Public Shares include redemption provisions that require classification of the Public Shares as temporary equity, regardless of the minimum net tangible asset requirement, and as a result, concluded that certain of our previously issued financial statements should be restated to reflect the reclassification, as discussed in Note 2 to our financial statements in our Annual Report on Form 10-K (Amendment No. 2), filed with the SEC on February 4, 2022. Also, in connection with the change in presentation for the Public Shares, we restated our earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares of our common stock.

As a result of the foregoing, our management concluded that there was a material weakness related to our accounting for complex financial instruments in internal control over financial reporting as of June 30, 2022.March 31, 2023. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our accounting for complex financial instruments, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. We can offer no assurance that our remediation plan will ultimately have the intended effects.

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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 Control 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.

None.

Item 1A. Risk Factors.

DuringAs of the period covered bydate of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2022 and our Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2022.1, 2023.

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.

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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

10.1

Promissory Note dated as of March 1, 2023, issued by the Company to the order of nXgen Opportunities, LLC, in the amount of $250,000.

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)

Date: AugustMay 9, 20222023

By:

/s/ Kyle Jason Kiser

 

 

Kyle Jason Kiser

 

 

Chief Executive Officer

 

 

Principal Executive, Financial and Accounting Officer

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