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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): August 18, 2023 (August 14, 2023)

 

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 14, 2023, the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notified CONX Corp., a Nevada corporation (the “Company”) that it no longer meets Listing Rule 5550(b)(2) (the “Rule”) requiring the Company to maintain a minimum market value of listed securities (“MVLS”) of $35 million. The notice was based on a review of the Company’s MVLS for the past 30 consecutive business days. Nasdaq’s listing rules provide the Company a compliance period of 180 calendar days, or until February 12, 2024, in which to regain compliance. If at any time during this compliance period the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance with the Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel.

  

 

 

 

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: August 18, 2023 By: /s/ Kyle Jason Kiser
    Name: Kyle Jason Kiser
    Title: Chief Executive Officer

  

 

 

v3.23.2
Cover
Aug. 14, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 14, 2023
Entity File Number 001-39677
Entity Registrant Name CONX Corp.
Entity Central Index Key 0001823000
Entity Tax Identification Number 85-2728630
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 5701 S. Santa Fe Dr.
Entity Address, City or Town Littleton
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80120
City Area Code 303
Local Phone Number 472-1542
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant [Member]  
Title of 12(b) Security Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Trading Symbol CONXU
Security Exchange Name NASDAQ
Common Class A [Member]  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol CONX
Security Exchange Name NASDAQ
Warrant [Member]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol CONXW
Security Exchange Name NASDAQ

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