SURGEPAYS, INC.
3124 BROTHER BLVD.
SUITE 410
BARTLETT, TN 38133
October 21, 2021
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
| Re: | SurgePays, Inc. | |
| Amendment No. 5 to Registration Statement on Form S-1 | ||
| Filed October 8, 2021 | ||
| File No. 333-233726 |
Dear Ms. Wirth:
By letter dated October 19, 2021, the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the “SEC”) provided SurgePays, Inc., formerly known as Surge Holdings, Inc. (the “Company,” “we,” “us” or “our”) with its comments to the Company’s Amendment No. 5 to Registration Statement on Form S-1 filed on October 8, 2021. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the Staff’s comments are listed below, followed by the Company’s responses, in bold.
Amendment No. 5 to Registration Statement on Form S-1 Filed October 8, 2021
Certain Relationships and Related Party Transactions, page 54
| 1. | Please update this section to reflect all related party transactions and any currently proposed transactions, including Centercom’s forgiveness of $429,010.11 of your accounts payable owed to Centercom. Please also revise to note that you own 40% of Centercom. Please refer to Item 404(a) of Regulation S-K. |
RESPONSE: On the date hereof, we are filing Amendment No. 6 to Registration Statement on Form S-1 (the “Amendment”). The Amendment contains a revised Certain Relationships and Related Party Transactions section that provides the additional information requested by the Staff.
| Thank you for your assistance in reviewing this filing. | |
| Very Truly Yours, | |
| SURGEPAYS, INC. | |
| /s/ Kevin Brian Cox | |
| Kevin Brian Cox | |
| Chief Executive Officer |
