United States securities and exchange commission logo
January 31, 2022
William Coleman Smith
Chief Executive Officer
GZ6G Technologies Corp.
8925 West Post Road, Suite 102
Las Vegas, Nevada 89148
Re: GZ6G Technologies
Corp.
Registration
Statement on Form S-1
Filed January 25,
2022
File No. 333-262329
Dear Mr. Smith:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. Please revise your
registration fee table to correspond with the terms of the offering. For
example, please clarify
that the 570,487 warrants to purchase common stock in footnote
(4) include both the
560,000 warrants to purchase common stock that were offered to
Mast Hill Fund LP and
the 10,487 warrants to purchase common stock offered to J.H.
Darbie and Company.
2. Please revise the cover
page to clarify that the offering includes 560,000 warrants to
purchase common stock
that were offered to Talos Victory Fund, LLC and 560,000 shares
of common stock
underlying the warrants.
William Coleman Smith
FirstName LastNameWilliam
GZ6G Technologies Corp. Coleman Smith
Comapany
January 31,NameGZ6G
2022 Technologies Corp.
January
Page 2 31, 2022 Page 2
FirstName LastName
3. Please revise your header in the cover page to clarify that the
1,130,487 warrants to
purchase common stock refers to the 560,000 warrants to purchase
common stock that
were offered to Mast Hill Fund LP, the 560,000 warrants offered to
Talos Victory Fund,
LLC, and the 10,487 warrants offered to J.H. Darbie and Company.
4. Please revise the cover page and summary of the offering section on
page 8 to clarify that
the offering is being made by the selling shareholders only. In this
regard, we note that
your current disclosure seems to suggest that the offering is being
made by the company.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Sharon D. Mitchell