Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed by CONX Corp., a Nevada corporation (the "Company"), on May 2, 2024, the Nasdaq Hearings Panel (the "Panel") notified the Company of the Panel's determination that as a result of the Company's Market Value of Publicly Held Securities as of May 1, 2024, the Company did not comply with Nasdaq IM-5101-2. Trading of the Company's securities on Nasdaq was suspended at the open of trading on May 6, 2024.

On June 24, 2024, the Company withdrew its appeal of the Panel's decision and the Nasdaq Listing and Hearing Review Council did not call the matter for review. On July 19, 2024, Nasdaq filed a Form 25 with the Securities and Exchange Commission to delist the Company's securities from Nasdaq. The delisting will become effective on July 29, 2024.

As of May 24, 2024, the Company's Class A common stock and public warrants are quoted and traded on the OTCQX Market operated by OTC Markets Group Inc. under the symbol "CNXX" and "CNXXW," respectively.