SecProbe.io

October 11, 2024
Umesh Singh
Chief Executive Officer
Givbux, Inc.
2751 W Coast Hwy, Suite 200
Newport Beach, CA 92663
Re:Givbux, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed September 12, 2024
File No. 000-52142
Dear Umesh Singh:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G Filed September 12, 2024
Item 1. Business
General Background of the Company, page 4
Please revise to include all of the information required by Item 101(h)(4) of
Regulation S-K. Specifically, please include a more detailed discussion of:
•the principal products or services and their markets, including clear distinctions
between current and aspirational products and services;
•the current status of any publicly announced product or service, for example the
current status of the new version of your App;
•your dependence any major customers, if applicable;
•any patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts, including duration;

 1.

October 11, 2024
Page 2
•the need for any government approval of principal products or services and if you
have not yet received that approval, discuss the status of the approval within the
government approval process; and
•the effect of existing or probable governmental regulations on the business.
2.Please revise to disclose the number of users, merchants, vendors and charities that
are currently using the GivBux Super App and disclose the dollar volume of
transactions between users and merchants, vendors and/or charities that have occurred
during your last fiscal year and the period ended June 30, 2024. Please provide
definitions of the terms users, merchants, vendors, charities and GivBux Associates,
as used in your filing.
3.We note your statement regarding your "agreements with Amazon, Uber Eats
Groupon, Wayfair as well as all the major chains." Please name the "major chains"
and also clarify whether you have current agreements with these companies and if you
do, please revise to summarize the material terms of such agreements and file any
material agreements as an exhibit. Refer to Item 601(b)(10) of Regulation S-K.
Regarding your statement that users can use your app "at over hundreds of national
merchants which allows access to in excess of 250,000 locations/vendors," further
describe the nature and locations of the merchants and vendors.
4.Please reconcile your disclosure regarding your business with your disclosure
elsewhere that you have no operations.
Risk Factors, page 8
5.Please revise your risk factors to accurately reflect the current risks that make an
investment risky. In this light, we note a number of risks that appear inapplicable or
require additional supporting detail and more fulsome discussion, including:
•your growth and expectations for "significant growth in the near future;"
•the amount of revenue and cash inflows derived from your platform;
•statements regarding the level of success in prior periods, including that you have
"grown significantly in recent periods;"
•the size and demographic of your current customer base;
•the current status of your product offering(s);
•the status and terms of any current or prior subscription contracts sold given your
assertion that you generate revenue from such contracts;
•references to business combinations, asset acquisitions, and a revolving credit
facility; and
•references to any operations in or business with the restaurant industry.
Refer to Item 105 of Regulation S-K.
6.Please remove references to "this offering" as this registration statement does not
cover the offer and sale of securities.
We note a number of notes payable for cash and convertible notes payable for shares
of your common stock. Please revise to discuss the risks associated with:
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October 11, 2024
Page 3
•the total amount of notes that are payable on demand, as compared to your current
assets; and
•the dilution from issuing additional shares of common stock in connection with
the convertible notes payable.
8.Please revise your risk factor on page 40 to further describe the risks of being quoted
on the OTC Pink Market, including that it could depress the trading prices of your
stock, have a long-term adverse impact on your ability to raise capital in the future,
increase price volatility, and decrease the likelihood that orders will be able to be
executed.
Financing requirements to fund operations ..., page 14
9.Please revise to discuss your current liquidity position and the amount of capital that
you believe that you will need in order to fund operations over the next 12 months. In
this light, we note that you expect to receive funds from management to continue
paying accounting and other professional fees and other miscellaneous expenses.
Please revise to disclose the material terms of any agreements for such future funding
and file such agreements as exhibits. Refer to Item 601(b)(10) of Regulation S-K.
We are responsible for transmitting a high volume of sensitive and personal information ...,
page 16
10.We note your statements regarding your systems, including that "[u]nauthorized
parties have in the past gained access, and may in the future gain access ... ." Please
revise to provide additional detail on such unauthorized access, if material.
Description of GivBux Super App Payment Process, page 43
11.Please clarify whether you currently have an agreement with Mastercard for the
GivBux Black Mastercard. If so, please revise to include a summary of the material
terms of such agreement, describe the nature and use of the card in additional detail,
and file the agreement with Mastercard as an exhibit. If you do not have an agreement
with Mastercard, please state that that is the case and explain your references to the
GivBux Black Mastercard. Refer to Item 601(b)(10) of Regulation S-K.
12.You state that you "have several projected revenues streams." Please revise to clarify
which revenue streams, if any, are currently operational and which are aspirational.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 44
13.We note your statement that "[a]s a result, the Company is contractually required to
issue an additional 74,218,050 shares of the Company’s post-split common stock to
the former common stock shareholders of GivBux Global Partners, Inc., such that the
total number of shares issued pursuant to the share exchange equals that number
required by the Agreement." Please advise whether these additional shares have been
issued to shareholders.

October 11, 2024
Page 4
Results of Operations, page 45
14.We note that for the six months ended June 30, 2024 and December 31, 2023 you
generated revenues of $72,399 and $196,326, respectively. Please disclose how you
generated such revenues, as we note that you have had "no operations" during those
periods.
Years Ended December 31, 2023 and 2022, page 46
15.We note your disclosure in the last paragraph of this section on page 49 regarding
your ability to fund operations until you complete an acquisition and your existence as
a shell company for the next twelve months. Please advise.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 53
16.We note that the information in this table is current as of March 31, 2024 and
the information regarding convertible securities is current as of June 30, 2024. Please
update all of the information in this table as of the most recent practicable date. Refer
to Item 403 of Regulation S-K.
Item 7. Certain Relationships and Related Transactions, page 57
17.Please revise to include the disclosure required by Item 404 of Regulation S-K for
each of the related party transactions during the relevant time period.
General
18.Please be advised that your registration statement will automatically become effective
sixty days after the initial filing date. Upon effectiveness, you will become subject to
the reporting requirements of the Securities Exchange Act of 1934, even if we have
not cleared your comments. If you do not wish to incur those obligations until all of
the issues noted here are resolved, you may wish to consider withdrawing your
registration statement and resubmitting a new registration statement when you have
revised your document.
19.Please add risk factor disclosure acknowledging that your auditor, Olayinka Oyebola
& Co. (Chartered Accountants), and its principal, Olayinka Oyebola, have been
charged by the Securities and Exchange Commission with aiding and abetting
violations of the antifraud provisions of the federal securities laws. Acknowledge that
the relief sought includes potential civil penalties as well as permanent injunctive
relief, including an order permanently barring your auditor from acting as an auditor
or accountant for U.S. public companies or providing substantial assistance in the
preparation of financial statements filed with the Securities and Exchange
Commission. Explain how such charges and such penalties, if imposed, would impact
you and any investment in your securities. Refer to the Securities and Exchange
Commission’s press release, available at https://www.sec.gov/newsroom/press-
releases/2024-157.
            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.

October 11, 2024
Page 5
            Please contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John E. Dolkart, Jr.