GBT TECHNOLOGIES INC.
2450 Colorado Ave., Suite 100E
Santa Monica, CA 90404
888-685-7336
January 31, 2022
Via Edgar
Ms. Stacey Peikin
United State Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Re: | GBT Technologies Inc. |
Registration Statement on Form S-1 | |
Filed January 12, 2022 | |
File No. 333-262121 |
Ms. Peikin:
The following responses address the comment of the staff (the “Staff”) of the Securities and Exchange Commission as set forth in its letter dated January 24, 2022 (the “Comment Letter”) relating to the above referenced Form S-1 of GBT Technologies Inc. (the “Company”).
For the Staff’s convenience, the Staffs comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company.
Registration Statement on Form S-1 filed January 12, 2022
Executive Compensation, page 56
1. | Please update executive compensation and director compensation to reflect data for the last completed fiscal year. Please refer to Question 117.05 of the Compliance and Disclosure Interpretations for Regulation S-K. |
Response
We have updated the executive compensation and director compensation to reflect the data from the year ended December 31, 2021.
General
2. | Please amend your filing to name GHS Investments LLC as an underwriter. At a minimum, this disclosure should appear on the prospectus cover page and in the plan of distribution. For additional guidance, refer to Question 139.13 of the Securities Act Sections Compliance and Disclosure Interpretations. |
Response
We have revised to disclose that GHS Investments LLC is an underwriter.
3. | Please tell us whether the company has any current involvement in digital ledger (blockchain) technology and/or the creation, issuance or use of digital assets. If so, please specifically describe the extent of the company’s involvement. |
Response
The Company does not have any current involvement in digital ledger (blockchain) technology and/or the creation, issuance or use of digital assets
Please do not hesitate to contact our attorney, Stephen Fleming, at 516-902-6567, if you have any questions or comments. Thank you.
Very truly yours, | |
/s/Mansour Khatib | |
Mansour Khatib, CEO |
cc: | Stephen Fleming, Esq. |
Fleming PLLC |