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 March 28, 2025

T. Ryan Sullivan
Chief Executive Officer
GBank Financial Holdings Inc.
9115 W. Russell Rd., Ste. 110
Las Vegas, NV 89148

 Re: GBank Financial Holdings Inc.
 Registration Statement on Form S-1
 Filed March 12, 2025
 File No. 333-285750
Dear T. Ryan Sullivan:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
 March 28, 2025
Page 2
Registration Statement on Form S-1
Cover Page

1. We note your response to prior comment 1 and that you intend to apply to
list your
 common stock on the Nasdaq Capital Market. Please clarify that the
prices on the
 OTCQX Market may not be indicative of the market price on the Nasdaq
Capital
 Market. Please revise to clarify the method by which the price of shares
will be
 determined on the Nasdaq Capital Market if your shares begin trading on
the Nasdaq
 Capital Market shortly after effectiveness. Refer to Item 501(b)(3) of
Regulation S-K.
 Please revise to remove the reference to the shares being offered at
prices established
 on the OTCQX Market during the term of the offering, if you anticipate
listing on the
 Nasdaq Capital Market after effectiveness, or otherwise clarify prices
will be
 established on the OTCQX Market if the shares continue to be quoted on
the OTCQX
 Market. Please also remove the disclosure that if the shares are listed
on the Nasdaq
 prior to effectiveness of this offering, your shares will be offered at
sales prices
 established on Nasdaq, as the shares have not yet been listed on Nasdaq,
or advise.
Prospectus Summary, page 4

2. We note your response to prior comment 16, as well as your disclosure at
page 4 that
 GBank is subject to primary supervision, periodic examination and
regulation by the
 Federal Reserve System ("FRB") as its primary federal regulator. We also
note your
 disclosure on page 67 that GBank is subject to primary supervision,
periodic
 examination and regulation by the Federal Deposit Insurance Corporation
("FDIC").
 Please revise your disclosure to clarify GBank's and GBFH's primary
federal regulator
 or regulators and state regulator(s). We also note the disclosure that
GBank is subject
 to regulation by the Department of Financial Services of the State of
Nevada, and
 references at various points to acronyms NVFID, NFID or FID. Please
revise to
 ensure consistency throughout your registration statement or advise.
Interest rate shifts may reduce net interest income and otherwise negatively
impact our
financial condition, page 14

3. We note your response to prior comment 6. Please revise your disclosure
to address
 the current interest rate environment and the effect on your business,
if any, or advise.
Certain Relationships and Related Party Transactions, page 89

4. We note your disclosure that certain of your shareholders have an
ownership interest
 in BCS and that you have entered into a sponsorship and program
management
 agreements with BCS. Please revise your disclosure to include the names
of the
 shareholders or advise. Refer to Instruction 1.b. to Item 404(a).
5. Please revise this section to include disclosure regarding any
transactions since the
 beginning of your last fiscal year or any currently proposed transaction
with Sklar
 Williams PLLC, or advise. Refer to Item 404 of Regulation S-K.
Item 15. Recent Sales of Unregistered Securities, page II-1

6. We note your disclosure that there were 107,734 and 147,150 shares of
restricted
 stock granted to employees and directors under the Incentive Plan during
the years
 March 28, 2025
Page 3

 ended December 31, 2024 and 2023, respectively. Please revise this
section to
 disclose information as to all securities sold by you within the past
three years which
 were not registered under the Securities Act. Refer to Item 701 of
Regulation S-K.
Undertakings, page II-2

7. We note your response to prior comment 8 and your removal of the
reference to
 underwriters. We also note undertaking (a) in which you undertake to
provide to the
 underwriters certificates as required by the underwriters to permit
prompt delivery to
 each purchaser. Please revise for consistency throughout or advise.
 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 Rules 460 and 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 Lory Empie at 202-551-3714 or John Spitz at 202-551-3484
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Susan Block at 202-551-3210 with
any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Henry Lichtenberger, Esq.
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