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April 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission,

Division of Corporation Finance,

Office of Mergers & Acquisitions,

100 F Street, N.E.,

Washington, D.C. 20549.

Attention: Stacie Gorman

Pamela Howell

 Re: CONX
                                            Corp.

Schedule TO-I

Filed April 1, 2024

File No. 005-92163

Ladies and Gentlemen:

On behalf of our client, CONX Corp. (the “Company”),
we are filing this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) contained in a letter, dated April 12, 2024, with respect to the Company’s
Tender Offer Statement on Schedule TO-I (the “Schedule TO”) filed with the Commission on April 1, 2024.

The Company is concurrently filing via EDGAR Amendment
No. 2 to the Schedule TO (“Amendment No. 2”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. The Schedule TO was initially amended by Amendment No. 1, filed with the Commission
on April 15, 2024.

To
facilitate the Staff’s review, we have included in this letter the caption and comment from the Staff’s comment letter
in bold text and have provided the Company’s response immediately following each comment. Capitalized terms used but not defined
herein have the meanings given to such terms in the Schedule TO.

Schedule TO-I filed April 1, 2024

Questions and Answers about the Offer, page 2

 1. Please disclose the sponsor and its affiliates’ total potential
                                            ownership interest in the combined company, assuming exercise and conversion of all securities.
                                            This should also address the anti-dilutive provision, referenced on page 36. Please
                                            quantify the number and value of securities the sponsor will receive. In addition, disclose
                                            the ownership percentages in the company before and after the additional financing to highlight
                                            dilution to public stockholders. Please provide disclosure assuming varying level of redemptions
                                            by the public shareholders.

    U.S. Securities and Exchange Commission

    April 17, 2024

    Page 2

Response:
The Company acknowledges the Staff’s comment and in response thereto has amended the disclosure under the heading “Post-Transaction
Beneficial Ownership” on page 75 and added a cross-reference to such disclosure under the heading “What interests do
our directors, executive officers and Sponsor have in the Transaction?” on page 5.

The Company further advises the Staff, and has amended the
disclosure on page 36 to clarify that the Sponsor will not receive additional securities pursuant to the referenced anti-dilution adjustment
in connection with the Transaction.

 2. Please revise your disclosure to show the potential impact of
                                            redemptions on the per share value of the shares owned by non-redeeming shareholders by including
                                            a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum
                                            and interim redemption levels.

Response: The Company acknowledges the Staff’s
comment and in response thereto has amended the disclosure under the heading “Risk Factors—The other transactions that are
expected to occur in connection with or subsequent to the Transaction taken together, including the issuance of Series A Preferred
Stock concurrently with the Transaction, the potential exercise of the outstanding warrants and the issuance of additional Common Stock
as a result thereof, or from future public or private offerings, and the automatic conversion of the outstanding founder shares, will
result in substantial dilution and could have an adverse effect on the market prices of CONX’s securities” on page 18.

 3. Please disclose all possible sources and the extent of dilution
                                            that shareholders who elect not to redeem their shares may experience in connection with
                                            the transaction. Provide disclosure of the impact of each significant source of dilution,
                                            including the amount of equity held by founders, convertible securities, including warrants
                                            retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity
                                            analysis, including any needed assumptions.

Response: The Company acknowledges the Staff’s
comment and in response thereto has amended the disclosure under the heading “Risk Factors—The other transactions that are
expected to occur in connection with or subsequent to the Transaction taken together, including the issuance of Series A Preferred
Stock concurrently with the Transaction, the potential exercise of the outstanding warrants and the issuance of additional Common Stock
as a result thereof, or from future public or private offerings, and the automatic conversion of the outstanding founder shares, will
result in substantial dilution and could have an adverse effect on the market prices of CONX’s securities” on page 18
and added a cross-reference to such disclosure under the heading “What securities are sought?” on page 2.

 4. Please quantify the value of warrants, based on recent trading
                                            prices, that may be retained by redeeming shareholders assuming maximum redemptions and identify
                                            any material resulting risks.

Response:
The Company acknowledges the Staff’s comment and in response thereto has amended the disclosure under the heading “What securities
are sought” on page 2.

 5. Please add disclosure in this section, and elsewhere as needed,
                                            that the equity forward transaction with Mr. Ergen is required to fund the purchase
                                            price of the Transaction.

Response: The Company acknowledges the Staff’s
comment and in response thereto has amended the disclosure under the heading “What is the Transaction” on page 4 and
amended the first paragraph in the Section entitled “The Transaction – Equity Forward Transaction” on page 47
of the Offer to Purchase to clarify that the Company will require a portion of the proceeds from the Equity Forward Transaction in order
to fund the Property Purchase Price.

    U.S. Securities and Exchange Commission

    April 17, 2024

    Page 3

What if the conditions of the Offer are not satisfied?, page 3

 6. We note your disclosure indicates that if you do not consummate
                                            the transaction by April 29, 2024, you will not be in compliance with the NASDAQ listing
                                            standards. However, we note on pages 26-27, you indicate that you received notice of
                                            non-compliance with the minimum market value requirements and that you may be delisted for
                                            that reason. Please revise the disclosure regarding compliance with Nasdaq listing requirements
                                            in this section and throughout to clearly reflect the current lack of compliance with the
                                            listing standards, the listing standards that have or may result in non-compliance, and whether
                                            you would be able to extend the listing beyond April 29, 2024. In addition, please clarify
                                            the “certain conditions” to maintaining the listing through April 29, 2024.
                                            Lastly, clarify whether you expect to meet the listing standards post asset acquisition,
                                            as it does not appear that this transaction will lead toward your compliance with this listing
                                            standard.

Response:
The Company acknowledges the Staff’s comment and in response thereto has amended the following disclosures in response thereto:

 · the disclosures under
                                            the heading “What if the conditions to the Offer are not satisfied?” on page 3;

 · the disclosures under
                                            the heading “Nasdaq may delist our securities from trading on its exchange, which could
                                            limit investors’ ability to make transactions in our securities and subject us to additional
                                            trading restrictions” on page 26;

  · The disclosure related to the question “What are the
                                            most significant conditions to the Transaction?” on page 5; and

 · the second paragraph
                                            under the heading “Market Information” on page 68.

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

 7. Please disclose
                                            the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
                                            have at risk that depends on completion of a business combination. Include the current value
                                            of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor
                                            and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s
                                            officers and directors, if material.

Response:
The Company acknowledges the Staff’s comment and in response thereto has amended the following sections:

 · the disclosure under
                                            the heading “What interests do our directors, executive officers and Sponsor have in
                                            the Transaction?” on page 5;

    U.S. Securities and Exchange Commission

    April 17, 2024

    Page 4

 · the risk factor entitled
                                            “Certain of our directors and officers have potential conflicts of interest in the
                                            consummation of the Transaction and the transactions contemplated by the Seller Lease Agreement,
                                            which may incentivize them to complete a business combination on terms less favorable to
                                            stockholders rather than to liquidate our company” on page 14; and

 · the section entitled
                                            “The Transaction – Interests of Certain Persons in the Transaction” on
                                            page 51.

 8. We note that the directors may continue with the company post-Transaction.
                                            The disclosure on page 41 reflects that all executive officers and directors will remain
                                            following closing of the Transaction. Please clearly identify all executive officers and
                                            directors that will remain post Transaction. Please discuss any compensation or consulting
                                            arrangements or agreements to be entered into post transaction and quantify these interests,
                                            if known.

Response:
The Company acknowledges the Staff’s comment and in response thereto has amended the disclosure under the heading “Executive
Officers and Directors” on page 41.

 9. Please clarify whether the Sponsor will receive additional securities
                                            pursuant to the anti-dilution adjustment referenced on page 36 based on the company’s
                                            additional financing activities. If applicable, please quantify the number and value of securities
                                            the sponsor will receive.

Response:
The Company acknowledges the Staff’s comment and in response thereto has amended the disclosure on page 36 to clarify that
the Sponsor will not receive additional securities pursuant to the referenced anti-dilution adjustment in connection with the Transaction.

Will there be a concurrent sale of securities?, page 6

 10. We note your disclosure on page F-17 regarding the terms
                                            of the preferred shares to be issued. Please revise to disclose all material terms, including
                                            the lack of voting rights, the right to receive dividends, the conversion feature and the
                                            redemption rights.

Response:
The Company acknowledges the Staff’s comment and in response thereto has amended the disclosures related to the question “Will
there be a concurrent sale of securities?” on page 6 to clarify the material terms of the preferred shares, including the lack
of voting rights, the right to receive dividends, the conversion feature and the redemption rights.

    U.S.
                                            Securities and Exchange Commission

    April 17, 2024

    Page 5

Is there a limit on the total number of shares...?, page 11

 11. We note your disclosure on pages 11 and F-9 and Section 9.2(a) of
                                            your Amended and Restated Articles of Incorporation that the company is not able to redeem
                                            shares if such redemption would cause the net tangible assets to fall below $5,000,001. However,
                                            on page 12 and elsewhere, you assume that all of the shares are redeemed and that the
                                            value of the trust will be $0. Please reconcile such disclosures.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that although the balance of the Trust Account
will be reduced to $0 under the maximum redemption scenario, the net tangible assets of the post-Transaction Company will remain above
$5,000,001 due to the cash proceeds the Company will receive upon the concurrent closing of the Equity Forward Transaction, which will
be regarded as assets on the Company’s balance sheet. The Company has amended the risk factor entitled “If certain conditions
are not met, we may terminate or extend the Offer” on page 12 in response to the Staff’s comment.

Risk Factors, page 12

 12. We note the statement on page 12 that “you should
                                            consider carefully all of the risks described in our Annual Report on Form 10-K for
                                            the year ended December 31, 2023, filed with the SEC on March 28, 2024, and in
                                            the other reports we file with the SEC before making a decision whether to tender your shares
                                            in the Offer.” We note that you are only specifically incorporating by reference to
                                            the Form 10-K for the financial statements in Item 10 of Schedule TO. Please revise
                                            to incorporate by reference the risk factors section from the relevant reports or remove
                                            such statement.

Response:
The Company acknowledges the Staff’s comment and in response thereto has amended the disclosure on page 12 to incorporate
the ris