UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-39677
CUSIP Number: 212873103
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One): |
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Form 10-K |
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Form 20-F |
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Form 11-K |
x |
Form 10-Q |
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¨ |
Form 10-D |
¨ |
Form N-CEN |
¨ |
Form N-CSR |
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For Period Ended:
June 30, 2025 |
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¨ Transition Report on Form 10-K |
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¨ Transition Report on Form 20-F |
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¨ Transition Report on Form 11-K |
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¨ Transition Report on Form 10-Q |
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For the Transition Period Ended:
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| 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.
PART IV
– OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification: |
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Kyle
Jason Kiser |
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(303) |
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472-1542 |
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(Name) |
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(Area
code) |
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(Telephone
Number) |
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| (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.
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| (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 |
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Name: |
Kyle
Jason Kiser |
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Title: |
Chief Executive Officer |
