CONX Corp.

CIK:0001823000|SEC Filings

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Rental income	$ 730,388	$ 750,604	$ 2,251,810	$ 1,251,006
Sales income	248,959		340,852
Total Income	979,347	750,604	2,592,662	1,251,006
Depreciation and amortization expense	325,559	232,144	995,207	386,902
General and administrative expenses	1,174,767	1,675,027	3,145,055	4,586,784
Loss from operations	(520,979)	(1,156,567)	(1,547,600)	(3,722,680)
Other income (expense)
Change in fair value of equity forward				325,000
Change in fair value of derivative warrant liabilities	300,833	(4,813,334)	1,504,166	2,888,000
Change in fair value of contingent consideration	(132,613)		(277,630)
Change in fair value of equity investment	75,488,934		82,899,438
Unrealized gain/loss on cash equivalents held in investment account	5,771	49,942	6,620	(667)
Government grant received	114,569		331,618
Interest income and realized gain on cash or cash equivalents held in investment account	1,348,384	2,427,879	4,015,438	4,030,130
Interest income on cash or investments held in Trust Account				320,104
Total other income (expense), net	77,125,878	(2,335,513)	88,479,650	7,562,567
Income before income tax expense	76,604,899	(3,492,080)	86,932,050	3,839,887
Income tax expense	18,349,193	(63,384)	18,961,235	349,348
Net income (loss)	58,255,706	(3,428,696)	67,970,815	3,490,539
Other comprehensive income (loss)
Unrealized gain (loss) on available-for- sale securities			243
Foreign currency translation adjustment	(15,598)		104,358
Comprehensive income	58,240,108	(3,428,696)	68,075,416	3,490,539
Class A - Common stock
Other income (expense)
Net income (loss)	$ 58,255,706	$ (3,428,696)	$ 67,970,815	$ 2,023,707
Weighted average shares used in computing net income per common share
Weighted average shares used in computing net income per common share, Basic (in shares)	18,928,585	18,928,585	18,928,585	11,465,449
Weighted average shares used in computing net income per common share, Diluted (in shares)	36,329,278	18,928,585	36,327,011	21,148,517
Basic net income per common share
Basic net income per common share (in dollars per share)	$ 1.6	$ (0.18)	$ 1.87	$ 0.12
Diluted net income per common share
Diluted net income per common share (in dollars per share)	$ 1.6	$ (0.18)	$ 1.87	$ 0.12
Class B - Common stock
Other income (expense)
Net income (loss)				$ 1,466,832
Weighted average shares used in computing net income per common share
Weighted average shares used in computing net income per common share, Basic (in shares)				8,310,440
Weighted average shares used in computing net income per common share, Diluted (in shares)				8,310,440
Basic net income per common share
Basic net income per common share (in dollars per share)				$ 0.12
Diluted net income per common share
Diluted net income per common share (in dollars per share)				$ 0.12

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash flows from Operating Activities:
Net income	$ 67,970,815	$ 3,490,539
Adjustments to reconcile net income to net cash provided by operating activities:
Stock compensation expense	21,720
Depreciation and amortization expense	995,208	386,902
Change in fair value of contingent consideration	277,630
Change in fair value of derivative warrant liabilities	(1,504,166)	(2,888,000)
Foreign exchange remeasurement gain	222,039
Loss on available for sale securities	17,838
Change in fair value of equity investment	(82,899,438)
Interest earned on cash or investments held in Trust Account		(320,104)
Change in fair value of equity forward liability		(325,000)
Deferred taxes	18,494,234
Changes in operating assets and liabilities:
Prepaid expenses and current assets	(605,947)	(19,126)
Rent receivable	(172,460)	(108,506)
Accounts receivable	(4,071)
Accounts payable	(885,807)	68,087
Accrued expenses and other current liabilities	1,113,524	2,021,040
Deferred research and development tax credit	(346,304)
Deferred rent	4,570	228,500
Security deposit		228,500
Deferred legal fees		(275,000)
Income taxes payable		248,200
Net cash provided by operating activities	2,699,385	2,736,032
Investing Activities:
Cash distributed from trust account		22,286,208
Purchase of common controlled Building and Land		(26,750,000)
Proceeds from sale of available-for-sale securities	8,475,000
Purchases of available-for-sale securities	(15,608,730)
Net cash provided by (used in) investing activities	(7,133,730)	(4,463,792)
Financing Activities:
Redemption of Class A common stock		(20,579,660)
Proceeds from Issuance of Convertible Preferred Stock		199,999,950
Repayment of Extension Note		(1,708,426)
Proceeds from Working Capital Loan		500,000
Repayment of Working Capital Loan		(900,000)
Repayment of short-term debt	(67,500)
Net cash provided by (used in) financing activities	(67,500)	177,311,864
Net change in cash	(4,501,845)	175,584,105
Cash and Cash Equivalents-beginning of the period	117,521,935	8,162
Cash and Cash Equivalents-end of the period	$ 113,020,090	175,592,267
Cash paid for income taxes		80,550
Supplement Cash Flow Information
Excise tax liability accrued for common stock redemptions		$ 221,393

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 113,020,090	$ 117,521,935
Available for sale debt securities (amortized cost $9,603,971 and $2,488,518 as of September 30, 2025 and December 31, 2024, respectively)	9,603,891	2,488,000
Accounts receivable	10,282	6,211
Prepaid expenses and current assets	980,808	374,861
Total current assets	123,615,071	120,391,007
Property and equipment, net	22,183,137	22,753,023
Rent receivable	346,069	173,609
Goodwill	13,611,688	13,611,688
Intangible assets, net	4,083,333	4,500,000
Equity investments at fair value - EchoStar Holdings	118,461,468	35,562,030
Deferred tax asset, net	859,697	1,038,952
Deferred research and development tax credit	346,304
Total assets	283,506,767	198,030,309
Current liabilities:
Accounts payable	35,088	920,895
Accrued expenses and other current liabilities	1,278,653	165,129
Deferred income	233,070	228,500
Contingent consideration	2,701,498
Current portion of long term debt		67,500
Total current liabilities	4,248,309	1,382,024
Contingent consideration - non-current	2,885,262	5,309,130
Security deposit	228,500	228,500
Long term debt	656,848	530,752
Deferred tax liability	20,490,213	2,175,234
Convertible preferred stock liability	199,999,950	199,999,950
Derivative warrant liabilities	0	1,504,166
Total liabilities	228,509,082	211,129,756
Stockholders' Deficit:
Additional paid-in capital	34,290	12,570
Accumulated other comprehensive income	117,415	12,814
Retained earnings (Accumulated deficit)	54,844,087	(13,126,724)
Total Stockholders' Equity (Deficit):	54,997,685	(13,099,447)
Total Liabilities and Stockholders' Equity (Deficit)	283,506,767	198,030,309
Class A common stock
Stockholders' Deficit:
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 18,928,585 shares issued and outstanding at September 30, 2025 and December 31, 2024	$ 1,893	$ 1,893