LITTLETON, Colo., May 1, 2024
/PRNewswire/ -- CONX Corp. (Nasdaq: CONX) (the "Company" or
"CONX"), completed its previously announced transaction pursuant to
the terms of the purchase and sale agreement (as amended by that
amendment to the sale and purchase agreement, the "Purchase
Agreement"), dated as of March 10,
2024, by and between the Company and EchoStar Real Estate
Holding L.L.C. ("Seller"), a subsidiary of EchoStar Corporation.
Pursuant to the terms of the Purchase Agreement, the Company
purchased from Seller the commercial real estate property (the
"Property") in Littleton,
Colorado, comprising the corporate headquarters of DISH
Wireless, for a purchase price of $26.75
million (the "Transaction"). The Transaction constitutes the
Company's initial business combination.
In connection with the Transaction, the Company and Seller have
entered into a sale-leaseback agreement (the "Lease Agreement"),
pursuant to which Seller will lease back the Property from the
Company.
Prior to the consummation of, and in connection with, the
Transaction, the Company provided all holders of shares of its
Class A common stock, par value of $0.0001 per share purchased in the Company's
initial public offering, the opportunity to have such shares
redeemed pursuant to, and subject to the limitations of, the
Company's Amended and Restated Articles of Incorporation.
The Company anticipates to grow through acquisition
opportunities, including, but not limited to, disruptive
technologies and infrastructure assets to maximize the Company's
ability to drive shareholder value. Jason
Kiser, CONX CEO, will continue to lead the Company through
its next phase of growth.
Mandatory Unit Separation
On or about May 2, 2024, the
Company's units, which trade with the ticker symbol "CONXU" will be
mandatorily separated and the units will no longer trade on the
Nasdaq Capital Market. Each unit is comprised of one share of the
Company's Class A common stock and one-fourth of one redeemable
warrant. Each whole warrant entitles the holder to purchase one
share of Class A common stock at price of $11.50 per share. In the separation, unit owners
will receive the number of shares of Class A common stock and
warrants underlying such units. This is a mandatory and automatic
separation, and no action is required by the holders of units.
The Class A common stock and warrants are listed on the Nasdaq
Capital Market and trade with the ticker symbols "CONX" and
"CONXW", respectively.
About CONX Corp.
CONX Corp. was incorporated in Nevada on August 26,
2020 as a blank check company. Subsequent to the closing of
the Transaction, CONX will derive revenues primarily from rent
received from its operation of real estate property. In addition,
CONX anticipates to grow through acquisition opportunities,
including, but not limited to, disruptive technologies and
additional infrastructure assets.
Important Legal Information
The description contained herein is neither an offer to purchase
nor a solicitation of an offer to sell securities of the
Company.
Forward-Looking Statements
This press release contains "forward-looking statements."
Forward-looking statements include, but are not limited to,
statements regarding our or our management team's expectations,
hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. These statements are not historical facts but
instead represent only the Company's belief regarding future
results, many of which, by their nature are inherently uncertain
and outside of the Company's control. Actual results may differ,
possibly materially, from those anticipated in these forward
looking statements. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this
release, except as required by law.
The risks and uncertainties include, but are not limited to:
- our ability to realize the anticipated benefits of the
Transaction;
- the Transaction benefits do not meet the expectations of
investors or securities analysts, and the impact on the market
price of the Company's securities;
- our expectations around the Property and the Lease
Agreement;
- changes in the financial and macroeconomic conditions and their
impact on the Company and its business and financial performance
after the Transaction;
- our success in retaining or recruiting, or changes required in,
our officers, key employees or directors following the
Transaction;
- our officers and directors allocating their time to other
businesses and potentially having conflicts of interest with our
business or in approving the Transaction;
- our potential ability to obtain additional financing after the
Transaction;
- our ability to maintain a listing for our securities on
Nasdaq;
- our public securities' potential liquidity and trading;
and
- the lack of a market for our securities.
Forward-looking statements are subject to known and unknown
risks and uncertainties and are based on potentially inaccurate
assumptions that could cause actual results to differ materially
from those expected or implied by the forward-looking
statements.
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SOURCE CONX Corp.