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                               June 26, 2024

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

                                                        Re: CONX Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed May 29, 2024
                                                            File No. 333-279770

       Dear Kyle Jason Kiser:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Form S-1 filed May 29, 2024

       Cover Page

   1.                                                   Please revise to
highlight that the private warrants may be exercised on a cashless basis as
                                                        long as they are held
by the Sponsor or its permitted transferees and thus the private
                                                        warrant holders could
also experience a positive rate of return even if there is a decline in
                                                        the trading price.
Please also revise to highlight the significant number of common shares
                                                        being registered in
this offering as compared to the limited public float of the company, so
                                                        investors can clearly
understand the potential significant dilution relating to the issuance
                                                        of these shares.
       Risk Factors, page 6

   2.                                                   Please revise the risk
factor on page 14 to highlight the negative pressure potential sales of
                                                        shares pursuant to this
registration statement could have on the public trading price of the
                                                        Class A common stock,
including the common stock underlying the public and private
 Kyle Jason Kiser
FirstName  LastNameKyle Jason Kiser
CONX Corp.
Comapany
June       NameCONX Corp.
     26, 2024
June 26,
Page 2 2024 Page 2
FirstName LastName
         warrants. To illustrate this risk, disclose the purchase price of the
private placement
         warrants, and the percentage that the shares being registered in this
offering currently
         represent of the total number of shares outstanding. Also disclose
that even though the
         current trading price is significantly below the SPAC IPO price, the
private investors have
         an incentive to sell because they will still profit on sales because
of the lower price that
         they purchased their shares than the public investors.
Business, page 36

3.       We note that your Equity Forward Transaction provides the company may
redeem the
         preferred stock in whole or in part, at the option of the company, at
the price Mr. Ergen
         paid for the securities and that Mr. Ergen controls the company.
Please highlight this
         throughout the prospectus. In addition, revise to discuss the risks
that this agreement may
         pose to other holders if the company is required to buy back the
shares of preferred stock
         as described therein. For example, discuss how such purchases would
impact the cash you
         have available for other purposes and to execute your business
strategy. Lastly, please
         revise disclosure relating to liquidity as necessary.
General

4.       Revise your prospectus to disclose the price that the Sponsor paid for
the private
         placement warrants and the ability to exercise on a cashless basis,
and that the selling
         securityholder paid for the shares being registered for resale.
Highlight any differences in
         the current trading price, the prices that these shareholders acquired
their shares and
         warrants, and the price that the public securityholders acquired their
shares and warrants.
         Disclose that while the Sponsor and the selling securityholders may
experience a positive
         rate of return based on the current trading price, the public
securityholders may not
         experience a similar rate of return on the securities they purchased
due to differences in
         the purchase prices and the current trading price. Please also
disclose the potential profit
         the Sponsor and selling securityholders will earn based on the current
trading price.
         Lastly, please include appropriate risk factor disclosure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Kyle Jason Kiser
CONX Corp.
June 26, 2024
Page 3

       Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at
202-551-3357 with
any other questions.



FirstName LastNameKyle Jason Kiser                     Sincerely,
Comapany NameCONX Corp.
                                                       Division of Corporation
Finance
June 26, 2024 Page 3                                   Office of Real Estate &
Construction
FirstName LastName