CONX Corp (CONXU) delays Q2 10-Q after Red Technologies deal

Rhea-AI Filing Summary

CONX Corp filed a Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the period ended June 30, 2025 will be late. The company cites ongoing work to complete its annual financial statements and audit following its cash purchase of a majority equity interest in Red Technologies SAS on December 5, 2024, which has delayed preparation of the unaudited condensed financial statements for this quarter.

CONX states it cannot file the 10-Q within the normal deadline without unreasonable effort or expense and expects it will be unable to file even within the standard 5-day extension. The company confirms that its Form 10-K for the year ended December 31, 2024 and Form 10-Q for the quarter ended March 31, 2025 also remain outstanding. It anticipates a significant change in results of operations in the upcoming 10-Q because it will reflect the completed Red Technologies acquisition, but says the financial statements are not far enough along to provide a reasonable estimate of those results.

Insights

Equity analyst – special situations & reporting

CONX reports another late 10-Q tied to its Red Technologies acquisition and warns of significantly changed results once filed.

The company explains that integrating the majority acquisition of Red Technologies SAS, completed on December 5, 2024, has delayed completion of its annual audited financials. That delay has cascaded into the unaudited statements for the quarter ended June 30, 2025, prompting a Form 12b-25 notice for the Q2 10-Q. The filing states that completing the necessary work would require unreasonable effort or expense within the normal timetable.

Importantly, CONX indicates it expects to miss not only the original deadline but also the standard 5‑day extension for a Form 10‑Q. It also notes that its Form 10‑K for December 31, 2024 and Form 10‑Q for March 31, 2025 are still outstanding, signaling a pattern of delayed reporting around the acquisition. The company further discloses that the upcoming Q2 10‑Q will show a significant change in results of operations due to the Red Technologies transaction, though it cannot yet provide quantitative estimates because the financial statements are not sufficiently advanced.

For investors, the combination of multiple late periodic reports and an anticipated significant shift in operating results focuses attention on future filings that will include the post‑acquisition numbers. The timing of when CONX brings its reporting current, and the magnitude and nature of the changes in results once the Red Technologies business is consolidated, will shape how the market evaluates the transaction’s impact once those documents are available.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-39677

CUSIP Number: 212873103

(Check One):	¨	Form 10-K	¨	Form 20-F	¨	Form 11-K	x	Form 10-Q
	¨	Form 10-D	¨	Form N-CEN	¨	Form N-CSR

For Period Ended: June 30, 2025

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended: 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable

PART I – REGISTRANT INFORMATION

CONX Corp.

Full Name of Registrant

Former Name if Applicable

5701 S. Santa Fe Dr.

Address of Principal Executive Office (Street and Number)

Littleton, CO 80120

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

⌧	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

CONX Corp. (the “Company”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Quarterly Report”) by the prescribed due date for the reasons described below.

As disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 6, 2024, the Company completed its purchase for cash of a majority equity interest in Red Technologies SAS, a societe par actions simplifiee organized under the laws of France, on December 5, 2024. This transaction will be referred to herein as the “Acquisition.”

As previously reported, due to the timing of the completion of the Acquisition and the associated accounting, the Company requires additional time to complete the preparation of its annual financial statements and have those annual financial statements audited by the Company’s registered public accounting firm, which caused a corresponding delay in the preparation of the unaudited condensed financial statements to be included in the Quarterly Report and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. The Company is therefore unable to file the Quarterly Report within the prescribed time period without unreasonable effort or expense. While the Company intends to file the Quarterly Report as soon as possible, the Company expects that it will be unable to do so by the expiration of the extension period prescribed by Rule 12b-25.

Cautionary Note Regarding Forward Looking Statements

This notification of late filing includes forward-looking statements. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the timing for the completion of the preparation of the Quarterly Report, and other risks and uncertainties indicated from time to time in filings with the SEC, including the section “Risk Factors” in the Company’s registration statement on Form S-1, as amended, filed with the SEC on May 29, 2024, and in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on March 4, 2025. 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.

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PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

	Kyle Jason Kiser		(303)		472-1542
	(Name)		(Area code)		(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ¨ Yes x No Annual Report on Form 10-K for the year ended December 31, 2024. Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes ¨ No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Quarterly Report will reflect the completion of the Acquisition. However, the preparation of the financial statements of the Company is not sufficiently advanced at this time to provide a reasonable estimate of such results.

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CONX Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2025	By:	/s/ Kyle Jason Kiser
	Name:	Kyle Jason Kiser
	Title:	Chief Executive Officer

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FAQ

Why did CONX Corp (CONXU) file a late Q2 2025 Form 10-Q?

CONX Corp filed a Form 12b-25 because it was unable, without unreasonable effort or expense, to complete its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The company is still finalizing its annual financial statements and audit following the acquisition of a majority equity interest in Red Technologies SAS, which has delayed preparation of the unaudited condensed financial statements needed for the Q2 report.

Will CONX Corp file its Q2 2025 10-Q within the standard extension period?

No. While CONX Corp intends to file its Quarterly Report on Form 10-Q as soon as possible, it states that it expects to be unable to file the report by the expiration of the five-day extension period available under Rule 12b-25 for a Form 10-Q.

How is the Red Technologies SAS acquisition affecting CONX Corps SEC reporting?

The company explains that the timing and accounting for its cash purchase of a majority equity interest in Red Technologies SAS on December 5, 2024 require additional time to complete its annual financial statements and audit. This has delayed not only the annual report but also the preparation of unaudited condensed financial statements for subsequent quarters, including the Q2 2025 Form 10-Q.

Are other CONX Corp periodic reports also delayed?

Yes. CONX Corp indicates that not all required periodic reports have been filed, specifically noting that its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 remain outstanding.

Does CONX Corp expect a significant change in Q2 2025 results of operations?

Yes. The company states that the Quarterly Report for the period ended June 30, 2025 will reflect the completion of the Red Technologies acquisition and that a significant change in results of operations from the corresponding period of the prior year will be shown. However, it also notes that its financial statement preparation is not sufficiently advanced to provide a reasonable quantitative estimate of those results at this time.

What forward-looking statement cautions does CONX Corp include in this notice?

CONX Corp notes that this notification contains forward-looking statements, including those related to the timing of completing the Quarterly Report. It highlights that such statements involve risks and uncertainties and refers readers to the Risk Factors section in its Form S-1 registration statement filed May 29, 2024 and its Form 10-Q for the quarter ended September 30, 2024 for additional risk discussions.