Item 7.01. Regulation FD Disclosure.
CONX, Corp. ("CONX" or the "Company") encourages stockholders to vote in favor
of the proposal to amend CONX's articles of incorporation (the "Extension
Amendment") to extend the date by which the Company must complete a business
combination from November 3, 2022 to June 3, 2023 (the "Extension"). A special
meeting of the Company's stockholders ("Special Meeting") to approve the
Extension Amendment will be held on October 31, 2022 at 2:30 p.m., Mountain
Time, and can be accessed virtually by visiting
https://www.cstproxy.com/conxcorp/2022.
Holders of 67,451,616 shares of the Company's Class A common stock have elected
to have their shares redeemed in connection with the Extension, resulting in
approximately $678 million (approximately $10.05 per share) that would be
removed from the Company's Trust Account to pay such redeeming holders.
The Company announced today that the deadline for stockholders to withdraw any
election to have shares redeemed in connection with the Extension will be 3:00
p.m., Eastern Time, on Monday, October 31, 2022. Stockholders who wish to
withdraw redemptions should contact the Company's transfer agent, Continental
Stock Transfer & Trust Company, by email at mzimkind@continentalstock.com.
If stockholders have any questions on any matter in connection with the Special
Meeting, please call the Company's proxy solicitor, Innisfree M&A Incorporated,
at: (877)-750-5836 (toll free).
Forward Looking Statements
This press release includes forward-looking statements that involve risks and
uncertainties. 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 our ability to obtain
approval for the Extension Amendment, our ability to complete our initial
business combination, and other risks and uncertainties indicated from time to
time in filings with the SEC, including "Risk Factors" in the Extension Proxy
Statement (as defined below) and in Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on March 16, 2022, and
our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2022 and in
other reports we file with the SEC. CONX 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 CONX's expectations with
respect thereto or any change in events, conditions or circumstances on which
any statement is based.
Additional Information and Where to Find It
CONX urges stockholders to read the definitive proxy statement filed with the
SEC on October 12, 2022 (the "Extension Proxy Statement"), as well as other
documents filed by CONX with the SEC (WHEN AVAILABLE) IN CONNECTION with THE
EXTENSION, because these documents will contain important information about CONX
AND the Extension. Stockholders may obtain copies of these documents (when
available), without charge, at the SEC's website at www.sec.gov or by directing
a request to: CONX Corp., 5701 S. Santa Fe Dr., Littleton, CO 80120, Attn:
Secretary.
Participants in Solicitation
CONX and its directors and executive officers may be deemed to be participants
in the solicitation of proxies of CONX stockholders. Investors and security
holders may obtain more detailed information regarding the names, affiliations
and interests of CONX's directors and officers in the Extension Proxy Statement,
which may be obtained free of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities of CONX, nor
shall there be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No
offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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