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                              April 18, 2024

       Kyle Jason Kiser
       Chief Executive Officer
       CONX Corp.
       5701 S. Santa Fe Dr.
       Littleton, CO 80120

                                                        Re: CONX Corp.
                                                            Amendment No. 1 to
Schedule TO-I
                                                            Filed April 17,
2024
                                                            File No. 005-92163

       Dear Kyle Jason Kiser:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amended Schedule TO-I filed April 17, 2024

       What interests do our directors, executive officers and Sponsor have in
the Transaction?, page 5

   1.                                                   We partially reissue
prior comment 7. When calculating the aggregate amount the Sponsor
                                                        and affiliates have at
risk based upon the current stock price, please remove the Equity
                                                        Forward Transaction.
Such transaction artificially deflates the amount at risk from the
                                                        Sponsor. Separately
highlight that the Equity Forward Transaction agreement provides
                                                        that the company may at
any time, and after five years is required to repurchase such
                                                        securities for the
initial purchase price, which protects Mr. Ergen from market risks.
       Risk Factors
       The other transactions that are expected to occur in connection with or
subsequent to the
       Transaction taken together...., page 18

   2.                                                   We partially reissue
prior comment 2. Please revise to also reflect the impact on the net
                                                        cash per share if the
private warrants are exercised on a cashless basis.
 Kyle Jason Kiser
FirstName   LastNameKyle Jason Kiser
CONX Corp.
Comapany
April       NameCONX Corp.
       18, 2024
April 218, 2024 Page 2
Page
FirstName LastName
Opinion of Cabrillo Advisors, Inc. to the Independent Members...., page 24

3.       We note your disclosure that the fairness opinion is "intended solely
for the benefit and
         use of the independent members of [your] board ... and is not to be
relied upon by any
         stockholder of the Company or the Company or by any other person or
entity." Further,
         we note similar disclosure in the first paragraph on page 5 of the
fairness opinion. Please
         either revise this disclosure and the fairness opinion itself to
remove these statements or
         provide the legal basis for the company's and the advisor's belief
that security holders
         cannot rely on the opinion to bring state law actions, including a
description of any state
         law authority on such a defense. If no such authority exists, please
disclose that the issue
         will be resolved by a court, resolution of the issue will have no
effect on rights and
         responsibilities of the board under state law, and the availability of
this defense has no
         effect on the rights and responsibilities of either the advisor or the
board under the federal
         securities laws.
4.       Please clearly discuss in this section the valuation analyses
underlying the fairness opinion
         and any data used in the financial advisor's analysis.
5.       We note that the opinion "shall not be included, summarized, or
referenced in any manner
         in materials distributed to the stockholders or members of the Company
or the Company
         without Cabrillo   s prior written consent." Please disclose whether
the advisor consents to
         the use of the opinion with this filing.
Information About CONX Following the Transaction, page 36

6.       We partially reissue prior comment 18. We continue to note your
disclosure on page 40
         that you    anticipate to grow through acquisition opportunities
and that    the Company is
         currently involved in ongoing discussions regarding potential
acquisitions with the
         objective of becoming a diversified operating entity focused on the
future of
         communications and connectivity.    Please revise your risk factor
disclosure to specifically
         address the risk, if material, that you may change your current
business plan for the
         company and seek to undertake potential acquisitions with other
operating entities focused
         on communications and connectivity.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 Kyle Jason Kiser
CONX Corp.
April 18, 2024
Page 3



       Please contact Ameen Hamady at 202-551-3891 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Perry Hindin at 202-551-3444 with questions regarding tender offer
rules and schedules.
Please contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with
any other
questions.




                                                           Sincerely,
FirstName LastNameKyle Jason Kiser
                                                           Division of
Corporation Finance
Comapany NameCONX Corp.
                                                           Office of Mergers &
Acquisitions
April 18, 2024 Page 3
cc:       Mario Schollmeyer, Esq.
FirstName LastName