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): ~~December~~June 51, ~~2024~~2026 (~~December~~May 229, ~~2024~~2026)

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: None. (1)

(1) On May 2, 2024, the Nasdaq Hearings Panel notified the Company of the Panel’s determination that the Company’s securities would be delisted from Nasdaq. Trading of the Company’s securities on Nasdaq was suspended at the open of trading on May 6, 2024. On July 19, 2024, Nasdaq filed a Form 25 with the Securities and Exchange Commission to delist the Company’s securities from Nasdaq. The ~~delisting became effective on July 29, 2024. As of May 24, 2024, the~~ Company’s Class A common stock and public warrants are ~~quoted and~~ traded on the over-the-counter market under the symbol “CNXX” and “CNXXW,” respectively.

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 1.01. Entry into a Material Definitive Agreement.

~~Investors~~Agreement ~~Purchase~~and ~~Agreement~~Plan of Merger

On ~~December 2~~May 29, ~~2024~~2026, ~~RED~~HC2 ~~Tech~~Merger USSub, LLC, a ~~Colorado~~ Delaware limited liability company (“~~Buyer~~Merger Sub”), and a wholly- owned subsidiary of CONX Corp. (the “Company”), HC2 Broadcasting ~~entered~~Holdco, ~~into~~LLC, a ~~definitive~~Delaware ~~Stock~~limited ~~Purchase~~liability ~~Agreement~~company (~~the~~ “~~Investors Purchase Agreement~~Seller”), ~~among~~and ~~(i) Red~~HC2 ~~Technologies SAS~~Broadcasting Holdings Inc., a ~~société~~Delaware ~~par~~corporation (“HC2”), ~~actions~~entered ~~simplifiée~~into ~~organized~~an ~~under~~agreement ~~the~~and ~~laws~~plan of ~~France~~merger (the “~~Red~~Merger ~~Technologies~~Agreement”), ~~and~~ ~~(ii) FPCI~~pursuant ~~CAPDECISF~~to ~~III,~~which Merger ~~Damari,~~Sub ~~Mr. Bruno~~will ~~Rambaud,~~merge ~~Mrs. Joelle~~with ~~Toledano,~~ and ~~Mr. Luc~~into ~~Davit,~~HC2 (~~collectively~~the “Merger”), with HC2 surviving the ~~“Investor~~ ~~Sellers”~~Merger ~~and~~as ~~each~~a ~~individually,~~subsidiary anof the Company (the “~~Investor~~Surviving ~~Seller~~Entity”).

~~The~~On ~~Investors~~the ~~Purchase~~terms ~~Agreement~~and ~~provides~~subject ~~that~~to the conditions set forth in the Merger Agreement, ~~among~~at ~~other~~the ~~things~~closing ~~and~~of ~~subject~~the toMerger (the ~~terms~~“Closing”), ~~and~~(a) the ~~conditions~~shares ~~thereof~~of common stock, ~~Buyer~~par ~~will~~value ~~purchase~~$0.001 per ~~from~~share, of HC2 (the ~~Investor~~“HC2 ~~Sellers~~Common ~~all~~Stock”) of(other ~~the~~than shares of HC2 Common Stock held by ~~them,~~Merger ~~which~~Sub ~~amounts~~after giving effect to athe ~~total~~closing of ~~81,034~~the ~~shares,~~Merger) ~~representing~~will ~~approximately~~be ~~57.5~~converted into the right to receive 25% of ~~Red~~the ~~Technologies'~~shares of common stock of the Surviving Entity to be outstanding ~~fully-diluted~~immediately ~~equity~~following ~~capitalization.~~the ~~Pursuant~~Closing, subject to certain adjustments as set forth in the ~~terms~~Merger Agreement, and ~~conditions~~(b) the membership interests of Merger Sub outstanding immediately prior to the ~~Investors~~Closing ~~Purchase~~will ~~Agreement~~be converted into 75% of the shares of common stock of the Surviving Entity to be outstanding immediately following the Closing, subject to certain adjustments as set forth in the Merger Agreement, which represents the ~~total~~value ~~cash~~attributable ~~consideration~~to ~~for~~(i) the ~~100%~~extinguishment of the ~~Investor~~Loans ~~Sellers'~~(as ~~shares~~defined ~~payable~~below) and (ii) the funding of $75 million in equity commitments by ~~Buyer~~the toCompany in favor of the ~~Investor~~Surviving ~~Sellers~~Entity atfrom ~~closing~~time isto €9time following the Closing,~~000,000,~~ which equity commitments are subject to ~~customary~~certain adjustments as set forth in the Merger Agreement.

The ~~Investors~~ ~~Purchase~~Merger Agreement contains customary representations, and warranties by each of the parties, and certain covenants, byincluding covenants relating to (a) the ~~parties,~~conduct ~~conditions~~of inHC2’s ~~favor~~business between the execution of the ~~parties~~ Merger Agreement and ~~indemnification~~the ~~rights~~Closing ~~that~~and ~~are~~(b) their ~~customary~~respective ~~for~~efforts ato ~~transaction~~consummate ofthe ~~this~~Merger, ~~nature~~including obtaining the required regulatory approvals.

~~Founders~~The ~~Purchase~~Closing is subject to customary conditions, including (a) receipt of regulatory approvals, including certain approvals of the Federal Communications Commission and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (b) that the obligations under the Loan Agreement (as defined below) shall not have been declared due and payable.

OnThe ~~December~~Merger Agreement (a) 2,provides ~~2024~~customary termination rights for the parties, ~~Buyer~~including ~~and~~if the ~~Company~~Merger has not occurred on or prior to November 29, 2026, subject to two potential extensions to March ~~entered~~1, ~~into~~2027 aand ~~definitive~~May 29, 2027 ~~Stock~~in ~~Purchase~~the ~~Agreement~~event (the ~~“Founders~~only ~~Purchase~~condition ~~Agreement”)~~to ~~among~~the ~~(i) Red~~Merger ~~Technologies~~that remains unsatisfied as of such dates is the receipt of certain regulatory approvals and certain other exceptions, and (iib) ~~Michael~~contains ~~Abitbol~~certain ~~and~~indemnification ~~Pierre~~obligations ~~Jean~~by ~~Muller~~the ~~(collectively,~~parties thereto ~~the~~in ~~“Founders”~~connection with breaches of certain representations and ~~each~~warranties ~~individually~~and certain covenants contained in the Merger Agreement, subject ato ~~“Founder”)~~certain exceptions.

The ~~Founders~~above ~~Purchase~~summary ~~Agreement~~of ~~provides that, among other things and subject to~~ the material terms ~~and conditions thereof, Buyer will purchase from the Founders all~~ of the ~~shares~~Merger ~~held~~Agreement bydoes not ~~them,~~purport ~~which amounts~~ to abe ~~total~~complete ofand ~~60,000~~is ~~shares,~~qualified ~~representing approximately 42.5% of Red Technologies' outstanding fully-diluted equity capitalization,~~ in ~~multiple~~its ~~installments.~~entirety ~~Pursuant~~by reference to the ~~Founders~~Merger ~~Purchase~~ Agreement, ~~the~~a ~~total~~copy ~~consideration for 100%~~ of ~~the~~which ~~Founders' shares payable by Buyer to the Founders~~ is upfiled toas ~~€9,600,000 in cash, based on the achievement of certain~~Exhibit ~~milestones~~2.1 ~~set~~hereto ~~forth~~and inincorporated ~~the~~by ~~Founders~~reference ~~Purchase Agreement~~herein.

~~The Founders~~Innovate ~~Purchase~~Option Agreement ~~contains representations, warranties and covenants by the parties, conditions in favor of the parties and indemnification rights that are customary for a transaction of this nature.~~

In connection with entry in the Merger Agreement, the Company, Seller, HC2 and Innovate Corp., a Delaware corporation (“Innovate Parent”), entered into an option agreement, dated as of May 29, 2026 (the “Innovate Option Agreement”), pursuant to which Seller will have the right to purchase, from time to time, for a period of 18 months following the Closing, up to 15% in the aggregate of the then outstanding equity interests of the Surviving Entity on a fully-2-diluted basis from the Company at a specified equity valuation.

The ~~foregoing~~above ~~description~~summary of the ~~Founders Purchase~~material ~~Agreement~~terms ~~and~~of the ~~Investors~~Innovate ~~Purchase~~Option Agreement ~~(together, the “Purchase~~ ~~Agreements”) has been included to provide investors with information regarding their terms,~~ does not purport to be complete and is qualified in its entirety by reference to the ~~full~~Innovate ~~text~~Option ~~of the applicable Purchase~~ Agreement, ~~which will be filed with the Securities and Exchange Commission as an exhibit to~~ a ~~subsequent~~copy ~~current or periodic report~~ of ~~the~~which ~~Company. It~~ is ~~not intended to provide any other factual information about the Company, Buyer or Red Technologies. The~~filed Purchase Agreements each contain representations and warranties by certain of the parties to the respective Purchase Agreement, which were made only for purposes of the applicable Purchase Agreement and as ofExhibit ~~specified dates~~10.1 ~~The~~hereto ~~representations, warranties~~ and ~~covenants~~incorporated in the Purchase Agreements were the product of negotiations among the applicable parties and made solely for the benefit of the parties to the respective Purchase Agreement; may be subject to limitations agreed upon by ~~the~~reference contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the applicable Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investorsherein. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Buyer, Red Technologies or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of each Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~No disclosure schedule or supplemental information is being provided with this filing.~~-2-

~~Item~~EchoStar ~~2.01~~Option ~~Completion of Acquisition or Disposition of Assets.~~Agreement

~~The~~In ~~information~~connection ~~set~~with ~~forth~~the entry in ~~Item~~the ~~1.01~~Merger isAgreement, ~~incorporated~~the ~~herein~~Company, Innovate byParent ~~reference~~and EchoStar Corporation (“EchoStar”) entered into ~~this~~a ~~Item~~letter 2agreement (the “EchoStar Option Agreement”) pursuant to which EchoStar will have the right, but not the obligation, for a period of two years beginning on May 29, 2026, to purchase up to 80.011% of the equity interests of HC2 on a fully-diluted basis at the fair market value of such equity interests (the “EchoStar Option”). If exercised prior to the Closing, the Company will assign a portion or all of its rights and obligations under the Merger Agreement to EchoStar or one of its affiliates.

OnThe ~~December~~Company’s 5,entry ~~2024,~~into ~~and pursuant to~~ the ~~terms~~EchoStar ~~and~~Option ~~conditions~~Agreement ~~of the~~constitutes ~~Investors~~a ~~Purchase~~related ~~Agreement,~~party ~~Buyer~~transaction ~~completed~~and ~~the~~in ~~purchase~~accordance ~~from~~with the ~~Investor~~Company’s ~~Sellers~~related ofparty ~~all~~transaction ofpolicy, the ~~shares~~Audit Committee of ~~Red~~the ~~Technologies held by~~Company’s ~~them~~board ~~(the~~of ~~“Investor~~directors ~~Closing”),~~reviewed ~~which~~and ~~amounts~~approved tothe aCompany’s ~~total~~entry ofinto ~~81,034~~the ~~shares,~~EchoStar ~~representing~~Option ~~approximately 57~~Agreement.~~5% of Red Technologies' outstanding fully-diluted equity capitalization.~~

~~Concurrently~~The ~~with~~above ~~the~~summary ~~Investor~~of ~~Closing, and pursuant to~~ the material terms ~~and~~ ~~conditions~~ of the ~~Founders~~EchoStar ~~Purchase~~Option Agreement, does ~~Buyer~~not ~~completed~~purport ~~the~~to ~~first~~be ~~installment~~complete ofand ~~its~~is ~~purchase~~qualified ~~from~~in ~~the~~its ~~Founders~~entirety ~~of the shares of Red Technologies held~~ by ~~them~~reference (to the ~~“Initial~~EchoStar ~~Founder~~Option ~~Closing”)~~Agreement, ~~which amounts to~~ a ~~total~~copy of ~~15,000~~which ~~shares,~~is ~~representing~~filed ~~approximately~~as Exhibit 10.6%2 ofhereto ~~Red~~and ~~Technologies'~~incorporated ~~outstanding~~by ~~fully-diluted~~reference ~~equity capitalization, bringing Buyer's total current ownership in Red Technologies to approximately 68%~~herein.

~~The~~Loan description of the Investor Closing, the Initial Founder Closing and the Purchase Agreements contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Investors Purchase Agreement ~~or the Founders Purchase Agreement (as applicable), which will be filed with the Securities and Exchange Commission as an exhibit to a subsequent current or periodic report of the Company.~~

~~Item~~On ~~7.01~~May ~~Regulation~~29, FD2026 ~~Disclosure~~(the “Loan Closing Date”), Merger Sub entered into a Loan Agreement (the “Loan Agreement”), as lender, with HC2, as borrower, Seller, and certain of HC2’s subsidiaries and affiliates, as guarantors.

OnThe ~~December~~Loan 5,Agreement ~~2024,~~provides ~~the~~for ~~Company~~a ~~issued~~bridge loan facility in an aggregate aprincipal ~~press~~amount ~~release~~of ~~announcing~~$105 million (the ~~acquisition~~“Bridge ofLoan aFacility”), ~~controlling~~which ~~interest~~was funded in ~~Red~~a ~~Technologies~~single drawing on the Loan Closing Date. The ~~full~~proceeds ~~text~~ of the ~~press~~Bridge ~~release~~Loan ~~is attached~~Facility ~~hereto~~were asused ~~Exhibit~~by HC2 to (a) 99fully satisfy and discharge all non-contingent obligations, including all accrued and unpaid interest and fees, under HC2’s 8.150% and is11.45% ~~incorporated~~notes ~~herein~~(the “Existing Notes”) and (b) repurchase equity interests in HC2 and DTV America Corporation, a Delaware corporation, held by ~~reference~~certain holders of the Existing Notes.

OnHC2’s ~~December~~obligations 5,under ~~2024,~~ the ~~Board~~Bridge ofLoan ~~Directors~~Facility ~~(the~~are ~~“Board”)~~guaranteed by ofSeller ~~the~~and ~~Company~~HC2’s ~~authorized~~subsidiaries ~~and~~(subject ~~approved~~to acertain ~~warrant~~customary ~~buyback~~exclusions) ~~program~~ (collectively, the “~~Buyback Program~~Guarantors”), ~~pursuant to which the Company is authorized to purchase up to $1.0 million of the Company's public~~ ~~warrants. The Buyback Program has an expiration date of December 31, 2024~~ and ~~may~~such beguarantees ~~suspended,~~are ~~terminated,~~secured ~~or modified~~ by the ~~Board~~assets at any time without prior notice at the Board's discretion. Under the Buyback Program, the Company may repurchase public warrants in the open market, including through trading plans intended to comply with Rule 10b5-1, at the discretion of ~~the~~each ~~Company's~~such ~~management~~Guarantor ~~and~~on ~~as permitted~~a byfirst ~~securities~~lien ~~laws~~basis ~~and~~(subject ~~other legal requirements. The Buyback Program does not obligate the Company~~ to ~~repurchase~~certain ~~any~~customary ~~specific number of public warrants and there can be no assurance that any purchases will occur~~exclusions).

~~The~~Loans ~~information~~under ~~contained in this Item 7.01 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of~~ the ~~Securities~~Bridge ~~Exchange Act~~Loan ofFacility ~~1934, as amended~~ (~~the~~ “~~Exchange Act~~Loans”), oraccrue interest ~~otherwise~~at ~~subject~~a torate ~~the~~per ~~liabilities~~annum ofequal ~~that~~to ~~section~~8.00%, ~~and~~payable ~~shall~~quarterly ~~not be~~in ~~deemed~~kind toby becapitalizing ~~incorporated~~such byinterest ~~reference~~as ~~into~~additional ~~any~~principal of the ~~Company’s~~Bridge Loan ~~filings~~Facility ~~under~~on ~~the~~each ~~Securities~~interest ~~Act~~payment ofdate. ~~1933,~~The asBridge ~~amended,~~Loan orFacility ~~the Exchange~~matures ~~Act,~~on ~~whether made before or after~~ the ~~date~~first ~~hereof~~anniversary ~~and regardless~~ of ~~any general incorporation language in such filings, except to~~ the ~~extent~~Loan ~~expressly~~Closing ~~set forth by specific reference in such a filing~~Date.

~~Forward~~HC2 ~~Looking~~may ~~Statements~~not voluntarily prepay the Loans prior to maturity. In the event of any early repayment or acceleration of the Loans, or the Loans reaching maturity without the occurrence of the consummation of the Merger, HC2 is required to repay in cash an amount sufficient to result in a minimum cash return on the original principal amount of the Loan, including all accrued and capitalized interest thereon, of 1.50:1.00.

~~This Current~~The ~~Report~~Loan onAgreement ~~Form 8-K~~contains ~~includes~~ certain ~~statements~~affirmative ~~which~~and ~~may~~negative ~~constitute “forward-looking statements.” Actual results~~covenants ~~could differ materially from those projected or forecast in the forward-looking statements. The factors~~ that ~~could~~limit ~~cause actual results to differ materially include, but are not limited to,~~ the ~~following:~~ability ~~the possibility that the parties may be unable to achieve expected synergies and operating efficiencies pursuant to the acquisition~~ of ~~Red~~HC2 ~~Technologies within the expected timeframes or at all~~ and ~~to successfully integrate Red Technologies’ operations into those of~~ the ~~Company or Buyer; such integration may be more difficult~~Guarantors, ~~time~~ ~~consuming~~among orother ~~costly than expected; revenues following the transaction may be lower than expected; operating costs~~things, ~~customer loss~~ and ~~business~~subject ~~disruption~~to ~~(including,~~certain ~~without limitation~~exceptions, ~~difficulties~~to inincur ~~maintaining~~debt ~~relationships~~or ~~with employees~~liens, ~~customers~~make investments, ~~clients or~~enter ~~suppliers)~~into ~~may be greater than expected following the transaction; the retention of~~ certain ~~key employees at Red Technologies; the conditions to the completion of the transaction may not be satisfied~~mergers, ~~or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing~~consolidations, ~~completion~~ and ~~accounting~~acquisitions, and ~~tax~~pay ~~treatments~~dividends ~~of the transaction; the Company~~ and ~~Red~~make ~~Technologies~~other ~~are~~restricted ~~subject~~payments. toThe ~~intense competition;~~Loan ~~Red~~Agreement ~~Technologies’~~contains ~~products~~certain ~~must~~events ~~remain~~of ~~compatible with~~default, ~~and~~including ~~our~~relating ~~product development is dependent upon access~~ to, ~~changing~~a ~~operating environments;~~change we may become dependent upon large transactions; customer decisions are influenced by general economic conditions; third parties may claim that our products infringe their intellectual property rights; fluctuations in non-U.S. currencies could result in transaction losses; acts of ~~war~~control and ~~terrorism~~termination ~~may adversely affect our business; the volatility~~ of the ~~international~~Merger ~~marketplace;~~Agreement. ~~and the~~If ~~other factors discussed in “Risk Factors” in the Company’s Registration Statement on Form S-1 filed~~an ~~with~~event ~~the~~of ~~SEC~~default ~~on May 29~~occurs, ~~2024~~Merger ~~(as~~Sub ~~amended),~~will ~~and~~be inentitled ~~other~~to ~~reports~~take wevarious ~~file~~actions, ~~with~~including the ~~SEC,~~acceleration ~~which~~of ~~are~~amounts ~~available~~due atunder http://www.sec.gov. 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~~Loan Agreement, ~~conditions~~subject ~~or circumstances on which any statement is based. Readers are cautioned not~~ to ~~place~~certain ~~undue~~cure ~~reliance on these forward-looking statements that speak only as of the date hereof~~periods.

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~~Item~~The ~~9.01.~~above ~~Financial~~summary ~~Statements~~of the material terms of the Loan Agreement does not purport to be complete and ~~Exhibits~~is qualified in its entirety by reference to the Loan Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.

~~(a)          Financial~~Copies ~~statements~~of the Merger Agreement, the Innovate Option Agreement, EchoStar Option Agreement and the Loan Agreement and the above descriptions of ~~businesses~~the ~~acquired~~Merger Agreement, the Innovate Option Agreement, the EchoStar Option Agreement and the Loan Agreement have been included to provide investors with information regarding the terms of the Merger Agreement, the Innovate Option Agreement, the EchoStar Option Agreement and the Loan Agreement, respectively. They are not intended to provide any other factual information about the Company, Innovate Parent, HC2 or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement, the Innovate Option Agreement, the EchoStar Option Agreement and the Loan Agreement were made only for the purposes of such agreements and as of specific dates, are solely for the benefit of the parties to such agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the applicable agreements, which subsequent information may or may not be fully reflected in the Company’s or Innovate Parent’s public disclosures.

~~The~~Forward ~~financial~~Looking statements of Red Technologies required by Item 9.01(a) of Form 8-K are intended to be filed by amendment to this Current Report within 71 calendar days of the date on which this report is required to be filed.Statements

This Current Report on Form 8-K includes certain statements which may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include, but are not limited to, the following: (bi)          ~~Pro~~ uncertainties ~~forma~~as ~~financial~~to ~~information~~the timing of the Merger; (ii) the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Merger; (iv) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vi) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on HC2’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and businesses generally; (vii) risks related to diverting management’s attention from the Company’s or HC2’s ongoing business operations; (viii) the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company’s securities, including if the proposed transaction is not consummated; (ix) risks that the benefits of the Merger are not realized when and as expected; (x) the risk that the Loans may not be repaid when anticipated or at all, including if the Merger Agreement is terminated, the Merger is not consummated or the maturity date of the Loans occurs prior to consummation of the Merger; (xi) deterioration in the value of the collateral or other credit support securing the obligations under the Loan Agreement, (xii) the occurrence of an event of default under the Loan Agreement and the Company’s ability to exercise available remedies with respect thereto; (xiii) the deterioration in the business, operating results or liquidity position of HC2 prior to the Closing; (xiv) the risk that the Company is not able to realize all or some of the benefits of the Merger if EchoStar exercises the EchoStar Option; (xv) risks related to the Company being a minority shareholder of HC2 in the event EchoStar exercises the EchoStar Option; (xvi) legislative, regulatory and economic developments; and (xvii) other risks and factors indicated from time to time in the Company’s and Innovate Parent’s filings with the SEC, including under the heading “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on November 28, 2025, and in other reports we file with the SEC. 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, except as may be required under applicable securities laws.

~~The pro forma financial information required by Item 9.01(b) of Form 8~~-~~K are intended to be filed by amendment to this Current Report within 71 calendar days of the date on which this report is required to be filed.~~4-

~~(d)~~ Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
99.1		Press Release, issued by CONX CORP. on December 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits.

-4-

Exhibit No.		Description of Exhibits
2.1*†		Agreement and Plan of Merger, dated as of May 29, 2026, by and among CONX Corp., HC2 Merger Sub, LLC, HC2 Broadcasting Holdings, Inc. and HC2 Broadcasting Holdco, LLC.

10.1†		Option Agreement, dated as of May 29, 2026, by and among CONX Corp., HC2 Merger Sub, LLC, HC2 Broadcasting Holdings, Inc., HC2 Broadcasting Holdco, LLC and Innovate Corp.

10.2		Letter Agreement, dated as of May 29, 2026, by and among CONX Corp., EchoStar Corporation and Innovate Corp.

10.3*†		Loan Agreement, dated as of May 29, 2026, by and among HC2 Broadcasting Holdings Inc., HC2 Broadcasting Holdco, LLC, the other subsidiaries of HC2 Broadcasting Holdings Inc. party thereto, and HC2 Merger Sub, LLC.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~* Certain schedules and exhibits have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K.

~~Pursuant~~† toPortions ~~the requirements~~ of ~~the~~this ~~Securities~~exhibit ~~Exchange~~have ~~Act~~been ofredacted ~~1934, the~~pursuant ~~registrant has duly caused this report~~ to beItem 601(b)(2)(ii) ~~signed~~or onItem ~~its~~601(b)(10)(iv) ~~behalf by the undersigned hereunto duly authorized~~of Regulation S-K.

	CONX Corp.
Date: December 5, 2024	By:	/s/ Kyle Jason Kiser
	Name:	Kyle Jason Kiser
	Title:	Chief Executive Officer

The Company agrees to furnish supplementally a copy of any omitted schedule to the U.S. Securities and Exchange Commission upon its request.

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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: June 1, 2026	By:	/s/ Kyle Jason Kiser
	Name:	Kyle Jason Kiser
	Title:	Chief Executive Officer

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