{"url_path":"/sec/cik-0001823000/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1823000/0001104659-26-068645-index.html","accession_number":"0001104659-26-068645","cik":"0001823000","ticker":null,"issuer_name":"CONX Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1823000/0001104659-26-068645-index.html","primary_entity_key":"0001823000","primary_entity_name":"CONX Corp."},"word_count":2123,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement. \n\n \n\n*Agreement and Plan of Merger*\n\n \n\nOn May 29, 2026, HC2 Merger Sub, LLC, a Delaware limited liability\ncompany (“Merger Sub”) and a wholly owned subsidiary of CONX Corp. (the “Company”), HC2 Broadcasting\nHoldco, LLC, a Delaware limited liability company (“Seller”), and HC2 Broadcasting Holdings Inc., a Delaware corporation\n(“HC2”), entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which\nMerger Sub will merge with and into HC2 (the “Merger”), with HC2 surviving the Merger as a subsidiary of the Company\n(the “Surviving Entity”).\n\n \n\nOn the terms and subject to the conditions set forth in the Merger\nAgreement, at the closing of the Merger (the “Closing”), (a) the shares of common stock, par value $0.001 per\nshare, of HC2 (the “HC2 Common Stock”) (other than shares of HC2 Common Stock held by Merger Sub after giving effect\nto the closing of the Merger) will be converted into the right to receive 25% of the shares of common stock of the Surviving Entity to\nbe outstanding immediately following the Closing, subject to certain adjustments as set forth in the Merger Agreement, and (b) the\nmembership interests of Merger Sub outstanding immediately prior to the Closing will be converted into 75% of the shares of common stock\nof the Surviving Entity to be outstanding immediately following the Closing, subject to certain adjustments as set forth in the Merger\nAgreement, which represents the value attributable to (i) the extinguishment of the Loans (as defined below) and (ii) the funding\nof $75 million in equity commitments by the Company in favor of the Surviving Entity from time to time following the Closing, which equity\ncommitments are subject to certain adjustments as set forth in the Merger Agreement.\n\n \n\nThe Merger Agreement contains customary representations and warranties\nby each of the parties, and certain covenants, including covenants relating to (a) the conduct of HC2’s business between the\nexecution of the Merger Agreement and the Closing and (b) their respective efforts to consummate the Merger, including obtaining\nthe required regulatory approvals.\n\n \n\nThe Closing is subject to customary conditions, including (a) receipt\nof regulatory approvals, including certain approvals of the Federal Communications Commission and the expiration or termination of the\nwaiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (b) that the obligations under the\nLoan Agreement (as defined below) shall not have been declared due and payable.\n\n \n\nThe Merger Agreement (a) provides customary termination rights\nfor the parties, including if the Merger has not occurred on or prior to November 29, 2026, subject to two potential extensions to March\n1, 2027 and May 29, 2027 in the event the only condition to the Merger that remains unsatisfied as of such dates is the receipt\nof certain regulatory approvals and certain other exceptions, and (b) contains certain indemnification obligations by the parties\nthereto in connection with breaches of certain representations and warranties and certain covenants contained in the Merger Agreement,\nsubject to certain exceptions.\n\n \n\nThe above summary of the material terms of the Merger Agreement does\nnot purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit\n2.1 hereto and incorporated by reference herein.\n\n \n\n*Innovate Option Agreement*\n\n \n\nIn connection with entry in the Merger Agreement, the Company, Seller,\nHC2 and Innovate Corp., a Delaware corporation (“Innovate Parent”), entered into an option agreement, dated as of May\n29, 2026 (the “Innovate Option Agreement”), pursuant to which Seller will have the right to purchase, from time to\ntime, for a period of 18 months following the Closing, up to 15% in the aggregate of the then outstanding equity interests of the Surviving\nEntity on a fully-diluted basis from the Company at a specified equity valuation.\n\n \n\nThe above summary of the material terms of the Innovate Option Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the Innovate Option Agreement, a copy of which is filed\nas Exhibit 10.1 hereto and incorporated by reference herein.\n\n \n\n-2- \n\n \n\n \n\n*EchoStar Option Agreement*\n\n \n\nIn connection with the entry in the Merger Agreement, the Company,\nInnovate Parent and EchoStar Corporation (“EchoStar”) entered into a letter agreement (the “EchoStar Option\nAgreement”) pursuant to which EchoStar will have the right, but not the obligation, for a period of two years beginning on May\n29, 2026, to purchase up to 80.1% of the equity interests of HC2 on a fully-diluted basis at the fair market value of such equity interests\n(the “EchoStar Option”). If exercised prior to the Closing, the Company will assign a portion or all of its rights\nand obligations under the Merger Agreement to EchoStar or one of its affiliates.\n\n \n\nThe Company’s entry into the EchoStar Option Agreement constitutes\na related party transaction and in accordance with the Company’s related party transaction policy, the Audit Committee of the Company’s\nboard of directors reviewed and approved the Company’s entry into the EchoStar Option Agreement.\n\n \n\nThe above summary of the material terms of the EchoStar Option Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the EchoStar Option Agreement, a copy of which is filed\nas Exhibit 10.2 hereto and incorporated by reference herein.\n\n \n\n*Loan Agreement*\n\n \n\nOn May 29, 2026 (the “Loan Closing Date”), Merger\nSub entered into a Loan Agreement (the “Loan Agreement”), as lender, with HC2, as borrower, Seller, and certain of\nHC2’s subsidiaries and affiliates, as guarantors.\n\n \n\nThe Loan Agreement provides for a bridge loan facility in an aggregate\nprincipal amount of $105 million (the “Bridge Loan Facility”), which was funded in a single drawing on the Loan\nClosing Date. The proceeds of the Bridge Loan Facility were used by HC2 to (a) fully satisfy and discharge all non-contingent obligations,\nincluding all accrued and unpaid interest and fees, under HC2’s 8.50% and 11.45% notes (the “Existing Notes”)\nand (b) repurchase equity interests in HC2 and DTV America Corporation, a Delaware corporation, held by certain holders of the Existing\nNotes.\n\n \n\nHC2’s obligations under the Bridge Loan Facility are guaranteed\nby Seller and HC2’s subsidiaries (subject to certain customary exclusions) (collectively, the “Guarantors”),\nand such guarantees are secured by the assets of each such Guarantor on a first lien basis (subject to certain customary exclusions).\n\n \n\nLoans under the Bridge Loan Facility (“Loans”) accrue\ninterest at a rate per annum equal to 8.00%, payable quarterly in kind by capitalizing such interest as additional principal of the Bridge\nLoan Facility on each interest payment date. The Bridge Loan Facility matures on the first anniversary of the Loan Closing Date.\n\n \n\nHC2 may not voluntarily prepay the Loans prior to maturity. In the\nevent of any early repayment or acceleration of the Loans, or the Loans reaching maturity without the occurrence of the consummation of\nthe Merger, HC2 is required to repay in cash an amount sufficient to result in a minimum cash return on the original principal amount\nof the Loan, including all accrued and capitalized interest thereon, of 1.50:1.00.\n\n \n\nThe Loan Agreement contains certain affirmative and negative covenants\nthat limit the ability of HC2 and the Guarantors, among other things, and subject to certain exceptions, to incur debt or liens, make\ninvestments, enter into certain mergers, consolidations, and acquisitions, and pay dividends and make other restricted payments. The Loan\nAgreement contains certain events of default, including relating to a change of control and termination of the Merger Agreement. If an\nevent of default occurs, Merger Sub will be entitled to take various actions, including the acceleration of amounts due under the Loan\nAgreement, subject to certain cure periods.\n\n \n\n-3- \n\n \n\n \n\nThe above summary of the material terms of the Loan Agreement does\nnot purport to be complete and is qualified in its entirety by reference to the Loan Agreement, a copy of which is filed as Exhibit 10.3\nhereto and incorporated by reference herein.\n\n \n\nCopies of the Merger Agreement, the Innovate Option Agreement, EchoStar\nOption Agreement and the Loan Agreement and the above descriptions of the Merger Agreement, the Innovate Option Agreement, the EchoStar\nOption Agreement and the Loan Agreement have been included to provide investors with information regarding the terms of the Merger Agreement,\nthe Innovate Option Agreement, the EchoStar Option Agreement and the Loan Agreement, respectively. They are not intended to provide any\nother factual information about the Company, Innovate Parent, HC2 or any of their respective subsidiaries or affiliates. The representations,\nwarranties and covenants contained in the Merger Agreement, the Innovate Option Agreement, the EchoStar Option Agreement and the Loan\nAgreement were made only for the purposes of such agreements and as of specific dates, are solely for the benefit of the parties to such\nagreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures\nmade for the purposes of allocating contractual risk between the parties to such agreements instead of establishing these matters as facts,\nand may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors\nshould not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state\nof facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the\nsubject matter of representations and warranties may change after the date of the applicable agreements, which subsequent information\nmay or may not be fully reflected in the Company’s or Innovate Parent’s public disclosures.\n\n \n\nForward Looking Statements\n\n \n\nThis Current Report on Form 8-K includes certain statements which may\nconstitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking\nstatements. The factors that could cause actual results to differ materially include, but are not limited to, the following:  (i)\nuncertainties as to the timing of the Merger; (ii) the risk that the Merger may not be completed on the anticipated terms in a timely\nmanner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Merger; (iv) the possibility that\nany or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive\nany required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on\nsuch approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger\nAgreement; (vi) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on HC2’s\nability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it\ndoes business, or its operating results and businesses generally; (vii) risks related to diverting management’s attention from\nthe Company’s or HC2’s ongoing business operations; (viii) the risk that any announcements relating to the Merger could\nhave adverse effects on the market price of the Company’s securities, including if the proposed transaction is not consummated;\n(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\nanticipated or at all, including if the Merger Agreement is terminated, the Merger is not consummated or the maturity date of the Loans\noccurs prior to consummation of the Merger; (xi) deterioration in the value of the collateral or other credit support securing the\nobligations under the Loan Agreement, (xii) the occurrence of an event of default under the Loan Agreement and the Company’s\nability to exercise available remedies with respect thereto; (xiii) the deterioration in the business, operating results or liquidity\nposition 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\nif EchoStar exercises the EchoStar Option; (xv) risks related to the Company being a minority shareholder of HC2 in the event EchoStar\nexercises the EchoStar Option; (xvi) legislative, regulatory and economic developments; and (xvii) other risks and factors indicated\nfrom time to time in the Company’s and Innovate Parent’s filings with the SEC, including under the heading “Risk Factors”\nin 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\n28, 2025, and in other reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly\nany updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations\nwith respect thereto or any change in events, conditions or circumstances on which any statement is based, except as may be required under\napplicable securities laws.\n\n \n\n-4-"}