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                              September 30, 2020

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

                                                        Re: CONX Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
3, 2020
                                                            CIK No. 0001823000

       Dear Mr. Kiser:

              We have reviewed your draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note you have a dual
class structure, with Class B common stock having 10 votes per
                                                        share and Class A
common stock having one vote per share, and that your initial
                                                        stockholders will hold
approximately 71.4% of the voting power of your outstanding
                                                        shares of common stock
immediately following the closing of this offering, including, if
                                                        submitted to a vote of
your stockholders, your initial business combination. Please revise
                                                        the cover page and
where appropriate to clearly disclose the extent to which this feature is
                                                        novel or uncommon as
compared to offerings of other similar special purpose acquisition
                                                        companies.
 Jason Kiser
FirstName  LastNameJason Kiser
CONX Corp.
Comapany 30,
September  NameCONX
               2020     Corp.
September
Page 2     30, 2020 Page 2
FirstName LastName
2.       Please disclose on the cover page that you are a controlled company
and, as a result,
         holders of Class B shares will be able to control any action requiring
the approval of your
         stockholders, including the election of your board of directors, the
adoption of
         amendments to your certificate of incorporation and bylaws, and the
approval of any
         merger, consolidation, sale of all or substantially all of your assets
or other major
         corporate transaction.
Founder Shares, page 124

3.       You state that the founder shares are not transferable, assignable or
salable, subject to
         certain exceptions, until specified dates. Please discuss the limited
exceptions and clarify
         whether the transfer of Class B shares may trigger mandatory
conversion of the shares.
        You may contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng
at 202-551-
3457 if you have any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Real
Estate & Construction
cc:      Scott D. Miller, Esq.