Filed
Pursuant to 424(b)(3)
Registration
No. 333-279770
PROSPECTUS SUPPLEMENT NO.
2
(to Prospectus dated August 7,
2024)
CONX Corp.
30,083,285 Shares of Class A Common Stock
Issuable Upon Exercise of Warrants
30,000 Shares of Class A Common Stock
This
Prospectus Supplement supplements the Prospectus dated August 7, 2024, as supplemented (the “Prospectus”), which forms
a part of the Registration Statement on Form S-1 (File No. 333-279770) (the “Registration Statement”) filed by CONX
Corp. (“we,” “us,” “our,” the “Company,” and “CONX”) with the Securities and
Exchange Commission (“SEC”). The Prospectus and this Prospectus Supplement relate to the issuance by the Company of an aggregate
of up to 30,083,285 shares of our Class A common stock, $0.0001 par value per share (“Class A Common Stock”), which
consists of up to (i) 11,333,333 shares of Class A Common Stock that are issuable upon the exercise of 11,333,333 warrants (the
“Private Placement Warrants”) originally issued in a private placement at a price of $1.50 per Private Placement Warrant in
connection with the initial public offering (the “IPO”) of the Company and (ii) 18,749,952 shares of Class A Common
Stock that are issuable upon the exercise of 18,749,952 warrants (the “Public Warrants” and, together with the Private Placement
Warrants, the “Warrants”) originally issued in the IPO at a price of $10.00 per unit, with each unit consisting of one share
of our Class A Common Stock and one-fourth of one Public Warrant. The Prospectus and this Prospectus Supplement also relate to the
offer and resale from time to time by the selling securityholders (including their transferees, donees, pledgees and other successors-in-interest)
named in the Prospectus (the “Selling Securityholders”) of up to 30,000 shares of Class A Common Stock issued to our
independent directors, which vested on the date of the consummation of the Business Combination, by certain of the Selling Securityholders.
We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to the Prospectus
as supplemented by this Prospectus Supplement.
This
Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in our
Current Report on Form 8-K filed with the SEC on December 5, 2024 (the “Form 8-K”). Accordingly, we have attached
a copy of the Form 8-K to this Prospectus Supplement.
This
Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should
be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Prospectus
Supplement, you should rely on the information in this Prospectus Supplement.
The
Class A Common Stock and Public Warrants are traded on the over-the-counter market under the symbol “CNXX” and “CNXXW,”
respectively. On December 5, 2024, the last reported sale price of the Class A Common Shares was $1.11 per share.
See
the section entitled “Risk Factors” beginning on page 7 of the Prospectus as well as risks and uncertainties described
under similar headings in any amendments or supplements to the Prospectus to read about factors you should consider before buying securities
of the Company.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of
this Prospectus Supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date
of this Prospectus Supplement is December 5, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2024 (December 2, 2024)
CONX Corp.
(Exact name of registrant as specified in
its charter)
|
Nevada |
001-39677 |
85-2728630 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
5701 S. Santa Fe Dr.
Littleton,
CO 80120
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (303) 472-1542
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act: None (1)
(1) On May 2, 2024, the Nasdaq Hearings Panel notified the
Company of the Panel’s determination that the Company’s securities would be delisted from Nasdaq. Trading of the Company’s
securities on Nasdaq was suspended at the open of trading on May 6, 2024. On July 19, 2024, Nasdaq filed a Form 25 with
the Securities and Exchange Commission to delist the Company’s securities from Nasdaq. The delisting became effective on July 29,
2024. As of May 24, 2024, the Company’s Class A common stock and public warrants are quoted and traded on the over-the-counter
market under the symbol “CNXX” and “CNXXW,” respectively.
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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. ¨
Item 1.01 Entry into a Material
Definitive Agreement.
Investors Purchase Agreement
On December 2, 2024, RED Tech US, LLC, a
Colorado limited liability company (“Buyer”), a wholly-owned subsidiary of CONX Corp. (the “Company”),
entered into a definitive Stock Purchase Agreement (the “Investors Purchase Agreement”) among (i) Red Technologies
SAS, a société par actions simplifiée organized under the laws of France (“Red Technologies”),
and (ii) FPCI CAPDECISF III, Damari, Mr. Bruno Rambaud, Mrs. Joelle Toledano, and Mr. Luc Davit, (collectively, the
“Investor Sellers” and each individually, an “Investor Seller”).
The Investors Purchase Agreement provides that, among other things and subject to the terms and conditions thereof, Buyer will purchase
from the Investor Sellers all of the shares held by them, which amounts to a total of 81,034 shares, representing approximately 57.5%
of Red Technologies' outstanding fully-diluted equity capitalization. Pursuant to the terms and conditions of the Investors Purchase Agreement,
the total cash consideration for 100% of the Investor Sellers' shares payable by Buyer to the Investor Sellers at closing is €9,000,000,
subject to customary adjustments.
The
Investors Purchase Agreement contains representations, warranties and covenants by the parties, conditions in favor of the parties
and indemnification rights that are customary for a transaction of this nature.
Founders Purchase Agreement
On December 2, 2024, Buyer and the Company
entered into a definitive Stock Purchase Agreement (the “Founders Purchase Agreement”) among (i) Red Technologies
and (ii) Michael Abitbol and Pierre Jean Muller (collectively, the “Founders” and each individually, a “Founder”).
The Founders Purchase Agreement provides that, among other things and subject to the terms and conditions thereof, Buyer will purchase
from the Founders all of the shares held by them, which amounts to a total of 60,000 shares, representing approximately 42.5% of Red Technologies'
outstanding fully-diluted equity capitalization, in multiple installments. Pursuant to the Founders Purchase Agreement, the total consideration
for 100% of the Founders' shares payable by Buyer to the Founders is up to €9,600,000 in cash, based on the achievement of certain
milestones set forth in the Founders Purchase Agreement.
The
Founders Purchase Agreement contains representations, warranties and covenants by the parties, conditions in favor of the parties
and indemnification rights that are customary for a transaction of this nature.
The foregoing description of the Founders
Purchase Agreement and the Investors Purchase Agreement (together, the “Purchase
Agreements”) has been included to provide investors with information regarding their terms, does not purport to be
complete and is qualified in its entirety by reference to the full text of the applicable Purchase Agreement, which will be filed
with the Securities and Exchange Commission as an exhibit to a subsequent current or periodic report of the Company. It is not intended to provide any other factual information about the Company, Buyer or Red Technologies. The
Purchase Agreements each contain representations and warranties by certain of the parties to the respective Purchase Agreement,
which were made only for purposes of the applicable Purchase Agreement and as of specified dates. The representations, warranties
and covenants in the Purchase Agreements were the product of negotiations among the applicable parties and made solely for the
benefit of the parties to the respective Purchase Agreement; may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to
the applicable Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition
of the Company, Buyer, Red Technologies or any of their respective subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants may change after the date of each Purchase Agreement, which
subsequent information may or may not be fully reflected in the Company’s public disclosures.
No disclosure schedule or supplemental information
is being provided with this filing.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.01.
On December 5, 2024, and pursuant to the terms and conditions of the
Investors Purchase Agreement, Buyer completed the purchase from the Investor Sellers of all of the shares of Red Technologies held by
them (the “Investor Closing”), which amounts to a total of 81,034 shares, representing approximately 57.5% of Red
Technologies' outstanding fully-diluted equity capitalization.
Concurrently with the Investor Closing, and pursuant to the terms
and conditions of the Founders Purchase Agreement, Buyer completed the first installment of its purchase from the Founders of the shares
of Red Technologies held by them (the “Initial Founder Closing”), which amounts to a total of 15,000 shares, representing
approximately 10.6% of Red Technologies' outstanding fully-diluted equity capitalization, bringing Buyer's total current ownership in Red Technologies to approximately 68%.
The description of the Investor Closing, the
Initial Founder Closing and the Purchase Agreements contained in this Item 2.01 does not purport to be complete and is subject to
and qualified in its entirety by reference to the Investors Purchase Agreement or the Founders Purchase Agreement (as applicable),
which will be filed with the Securities and Exchange Commission as an exhibit to a subsequent current or periodic report of the
Company.
Item 7.01 Regulation FD Disclosure.
On December 5, 2024, the Company issued
a press release announcing the acquisition of a controlling interest in Red Technologies. The full text of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On December 5, 2024, the Board of Directors (the “Board”) of the Company authorized and approved a warrant buyback program
(the “Buyback Program”), pursuant to which the Company is authorized to purchase up to $1.0 million of the Company's public
warrants. The Buyback Program has an expiration date of December 31, 2024 and may be suspended, terminated, or modified by the Board at
any time without prior notice at the Board's discretion. Under the Buyback Program, the Company may repurchase public warrants in the
open market, including through trading plans intended to comply with Rule 10b5-1, at the discretion of the Company's management and as
permitted by securities laws and other legal requirements. The Buyback Program does not obligate the Company to repurchase any specific
number of public warrants and there can be no assurance that any purchases will occur.
The information contained in this Item 7.01 is
being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not
be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except
to the extent expressly set forth by specific reference in such a filing.
Forward Looking Statements
This
Current Report on Form 8-K includes certain statements which may constitute “forward-looking statements.” Actual results
could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results
to differ materially include, but are not limited to, the following: the possibility that the parties may be unable to achieve expected
synergies and operating efficiencies pursuant to the acquisition of Red Technologies within the expected timeframes or at all and to
successfully integrate Red Technologies’ operations into those of the Company or Buyer; such integration may be more difficult,
time consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss
and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients
or suppliers) may be greater than expected following the transaction; the retention of certain key employees at Red Technologies; the
conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the transaction; the Company and Red Technologies are subject to intense competition;
Red Technologies’ products must remain compatible with, and our product development is dependent upon access to, changing operating
environments; we may become dependent upon large transactions; customer decisions are influenced by general economic conditions; third
parties may claim that our products infringe their intellectual property rights; fluctuations in non-U.S. currencies could result in
transaction losses; acts of war and terrorism may adversely affect our business; the volatility of the international marketplace; and
the other factors discussed in “Risk Factors” in the Company’s Registration Statement on Form S-1 filed
with the SEC on May 29, 2024 (as amended), and in other reports we file with the SEC, which are available at http://www.sec.gov.
The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or
circumstances on which any statement is based. Readers are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements of Red Technologies required by Item 9.01(a) of Form 8-K are intended to be filed by amendment to this Current
Report within 71 calendar days of the date on which this report is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by Item 9.01(b) of Form 8-K are intended to be filed by amendment to this Current Report
within 71 calendar days of the date on which this report is required to be filed.
(d) Exhibits.
SIGNATURE
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 hereunto duly authorized.
| |
CONX Corp. |
| |
|
| Date: December 5, 2024 |
By: |
/s/ Kyle Jason Kiser |
| |
Name: |
Kyle Jason Kiser |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
CONX Corp. Announces Acquisition of Red Technologies
SAS
· CONX
acquires a controlling interest in RED Technologies, a uniquely positioned “enabler” of Shared Spectrum and the nascent Private
Network industry
· CONX
appoints Marc Rouanne to the RED Technologies board
Littleton, CO, December 5, 2024—CONX
CORP. (OTC: CNXX) (“CONX”) today announced the acquisition of a controlling interest in Red Technologies SAS (“RED Technologies”),
through its wholly-owned subsidiary, RED Tech US, LLC, for a maximum purchase price of approximately EUR 18.6 million in cash, subject
to certain adjustments. CONX acquired approximately 68% of RED Technologies’ outstanding share capital at closing, with the remainder
of the shares to be acquired in future installments based on the achievement of certain milestones.
The executive team of RED Technologies, Pierre-Jean
Muller (Co-Founder and CEO) and Michael Abitbol (Co-Founder and COO), will continue to manage the operations of RED Technologies, aimed
at establishing the company as a viable alternative in the CBRS market.
“The acquisition of RED Technologies by
CONX is a pivotal milestone on our path to serve as a viable alternative to the current duopoly in the SAS space,” said RED Technologies
CEO P.J. Muller. “This partnership strengthens our ability to innovate and enhance the CBRS ecosystem for the benefit of all operators
and stakeholders. With support and investment from CONX, we are poised to accelerate the development of cutting-edge features, such as
GAA coexistence, Network Planner, and AI-based CBRS analytics, that align with our mission to support the FCC’s vision and empower
rural broadband and the nascent Private Network industry.”
“CONX was formed to invest in next generation
connectivity opportunities and their supporting infrastructure assets,” said CONX CEO Jason Kiser. “Through RED’s unique
opportunity as a technology enabler for spectrum allocation, we have positioned CONX to create long term value across multiple sectors.
We look forward to RED becoming a best-in-class Spectrum Access System (SAS) operator with potential to grow throughout the United States
and internationally.”
CONX also announced Marc Rouanne will join the
RED Technologies board. Marc is the Co-Founder, Chairman and CTO of Edgescale AI, a SaaS developer focused on connecting cutting-edge
AI with data and devices in physical systems. Most recently, Marc was the Chief Network Officer for DISH Wireless responsible for designing
DISH's 5G Network. In addition, Marc has more than 20 years of international management experience in the telecommunications industry,
having held executive positions in R&D, customer operations and product management in the U.S., France and Finland, including as President
of Mobile Networks at Nokia and Chairman of the Board of Alcatel-Lucent.
About CONX Corporation (OTC: CNNX)
CONX is a diversified operating entity seeking
opportunities to power the next generation of innovators in communications and connectivity. CONX’s mission is to partner with emerging
companies with quality management and strong and differentiated business models with the ability to scale quickly.
About RED Technologies
Established in 2012 and headquartered in Paris,
France, RED Technologies SAS (“RED Technologies”) specializes in spectrum-sharing technologies and services. The company offers
scalable, cloud-based solutions for Citizens Broadband Radio Service (CBRS) and Television White Space (TVWS), catering to operators across
various sectors, and provides operated 5G connectivity solutions that democratize access to 5G technology for companies aiming to modernize
their communications infrastructure in both the U.S. and European markets.
RED Technologies has been a pioneer in spectrum
sharing technologies and actively contributed to the CBRS regulatory and standard developments. RED Technologies’ team is constituted
of first-class engineers coming from top tier telecom vendors and operators.
Important Notice
The description contained herein is neither an
offer to purchase nor a solicitation of an offer to sell securities of CONX.
Forward-Looking Statements
This
press release contains certain statements which may constitute “forward-looking statements.” Actual results could differ materially
from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include,
but are not limited to, the following: the possibility that the parties may be unable to achieve expected synergies and operating efficiencies
pursuant to the transaction within the expected timeframes or at all and to successfully integrate Red Technologies’ operations
into those of CONX ; such integration may be more difficult, time consuming or costly than expected; revenues following the transaction
may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of
certain key employees at Red Technologies; the parties’ ability to meet expectations regarding the accounting and tax treatments
of the transaction; CONX and Red Technologies are subject to intense competition; Red Technologies’ products must remain compatible
with, and its product development is dependent upon access to, changing operating environments; we may become dependent upon large transactions;
customer decisions are influenced by general economic conditions; third parties may claim that RED Technologies’ products infringe
their intellectual property rights; fluctuations in non-U.S. currencies could result in transaction losses; acts of war and terrorism
may adversely affect CONX’s and RED Technologies’ business; the volatility of the international marketplace; and the other
factors discussed in “Risk Factors” in CONX’s Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the “SEC”) on May 29, 2024 (as amended), and in other reports we file with the SEC, which are available
at http://www.sec.gov. CONX expressly disclaims any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in CONX’s expectations with respect thereto or
any change in events, conditions or circumstances on which any statement is based. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.
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