Asset Transaction Form 8 K

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 12, 2024, CONX Corp. (the "Company") and certain other investors (such investors together with the Company, the "PIPE Investors") consummated the transactions contemplated by the previously-announced subscription agreements (the "Subscription Agreements") with EchoStar Corporation, a Nevada corporation ("EchoStar") controlled by Charles W. Ergen, pursuant to which the PIPE Investors purchased an aggregate of 14.265 million shares (the "PIPE Shares") of EchoStar's Class A common stock, par value $0.01 per share, at a purchase price of $28.04 per share, totaling approximately $400 million in cash (such investment, the "PIPE Investment").

The per share purchase price equals the closing price of such shares on The Nasdaq Stock Market LLC as of September 27, 2024. The portion of the PIPE Investment made by the Company pursuant to its Subscription Agreement represents an acquisition of 1,551,355 shares of EchoStar's Class A common stock for a total cash purchase price of approximately $43.5 million. Mr. Ergen is the chairman and a member of the Board of Directors of the Company and controls the Company.

The foregoing description of the PIPE Investment does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of the Subscription Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and was included as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 30, 2024.