CONX Corp.: Nasdaq/NYSE listing notice — CONX receives Nasdaq delisting notice; Charles Ergen commits $200M PIPE contingent on business combination

CONX Corp.

Nasdaq notified CONX on Oct 30, 2023 of delisting for failing to complete business combination within 36 months; suspension set for Nov 8 unless hearing requested.
Founder Charles Ergen agreed to purchase 17,391,300 Series A convertible preferred shares at $11.50/share ($200M), contingent on and concurrent with initial business combination.
Preferred stock mandatorily converts to common if VWAP >= $11.50 for 20 of 30 trading days; if not converted in 5 years, redeemed at $11.50/share.
Company will request a Nasdaq hearing, which stays any suspension pending decision.
Issuance of preferred stock exempt from registration under Section 4(a)(2) of Securities Act.

item 1.01 item 3.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.95

CONX Corp. received a nasdaq delisting notice notice regarding other (rules IM-5101-2).

Exchange: nasdaq
Notice: delisting notice
Rules: IM-5101-2

Exact text from the filing

October 30, 2023, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on November 8, 2023 due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of the registration statement for its initial public offering. The Company intends to r

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CONX Corp. entered into Subscription Agreement with Charles W. Ergen valued at approximately $200 million (effective 2023-11-01).

Action: entry
Agreement: equity purchase
Counterparty: Charles W. Ergen
Value: approximately $200 million
Effective: 2023-11-01

Exact text from the filing

On November 1, 2023, CONX Corp. (the “Company” or “CONX”) entered into a subscription agreement (the “Subscription Agreement”) with Charles W. Ergen, the Company’s founder (the “Subscriber”).

View on SEC.gov

Browse all listing & compliance notices →

Source: SEC EDGAR

accession 0001104659-23-113286

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.