Current Report Filing (8-k)
November 01 2022 - 5:28PM
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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):
November 1, 2022 (October 31, 2022)
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:
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 at an exercise price of $11.50 per share |
CONXW |
The Nasdaq Stock Market LLC |
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
On October 31, 2022, CONX Corp., a Nevada
corporation (the “Company”), issued a promissory note (the “Note”) in the principal amount of up to $1,168,773.76
to nXgen Opportunities, LLC, a Colorado limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to
loan the Company up to $1,168,773.76 in connection with the extension of the Company’s time to consummate a business combination
from November 3, 2022 to June 3, 2023.
The Sponsor will initially pay $166,967.68 of such funds to the Company’s
trust account (the “Trust Account”), which amount will be included in the pro rata amount distributed to
(i) holders of shares of the Company’s Class A common stock, par value $0.0001 per share, upon the Company’s
liquidation or (ii) holders of shares of Class A common stock who elect to have their shares redeemed in connection with
the consummation of the Company’s initial business combination. The Sponsor or its designee will have the sole discretion
whether to continue extending for additional calendar months until June 3, 2023 and if the Sponsor determines not to
continue extending for additional calendar months, its obligation to make additional advances will terminate.
The Note bears no interest and is repayable in
full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date
of the liquidation of the Company.
The foregoing description is qualified in its
entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-balance Sheet Arrangement of a Registrant
The disclosure contained in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On October 31, 2022, the Company filed an
amendment (the “Extension Amendment”) to the Company’s Amended and Restated Articles of Incorporation (the “Amended
and Restated Articles”) with the Secretary of State of the State of Nevada. The Extension Amendment extends the date by which the
Company must consummate its initial business combination from November 3, 2022 to June 3, 2023.
The foregoing description is
qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On October 31, 2022, the Company convened
a special meeting of stockholders (the “Special Meeting”). At the close of business on the record date of the Special Meeting,
there were 75,030,000 shares of Class A common stock (of which 30,000 shares were owned by our three independent directors) and 18,750,000
shares of Class B common stock outstanding (collectively, the “Common Stock”), each of which was entitled to one vote
with respect to the Extension Amendment Proposal (as defined below). A total of 69,633,130 shares of Common Stock, representing
approximately 74% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy,
constituting a quorum. The proposal listed below is described in more detail in the Company’s definitive proxy statement, which
was filed with the Securities and Exchange Commission on October 12, 2022. The stockholders of the Company voted on a proposal to
amend the Amended and Restated Articles to extend the date by which the Company must consummate a business combination from November 3,
2022 to June 3, 2023 (the “Extension Amendment Proposal”). A summary of the voting results at the Special Meeting
is set forth below.
The Extension Amendment Proposal was approved
by the Company’s stockholders as follows:
For |
|
Against |
|
Abstain |
68,519,733 |
|
1,113,396 |
|
1 |
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) will be removed from the Trust
Account to pay such redeeming holders.
Item 9.01. Financial Statements and Exhibits.
(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.
Date: November 1, 2022 | By: | /s/ Kyle Jason
Kiser |
| | Name: Kyle Jason Kiser |
| | Title: Chief Executive Officer |
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