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 gbfh_corresp.htm GBank Financial Holdings Inc. 9115 W. Russell Rd., Ste. 110 Las Vegas, Nevada 89148 April 14, 2025 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: GBank Financial Holdings Inc. Registration Statement on Form S-1 (File No. 333-285750) Dear Sir or Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), GBank Financial Holdings Inc., a Nevada corporation (the “ Company ”), hereby requests that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-285750) of the Company (the “ Registration Statement ”) be accelerated so that the Registration Statement shall become effective at 5:00 p.m. (Eastern Time) on April 16, 2025, or as soon as possible thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act. Once the Registration Statement is effective, please confirm such event with our counsel, Sklar Williams PLLC, by calling Henry Lichtenberger at (702) 360-6000. Very truly yours, GBANK FINANCIAL HOLDINGS INC. By: /s/ T. Ryan Sullivan Name: T. Ryan Sullivan Title: Chief Executive Officer cc: Alan C. Sklar, Esq. Thomas E. Puzzo, Esq.

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 gbfh_corresp.htm SKLAR WILLIAMS ______ PLLC ______ LAW OFFICES 410 South Rampart Boulevard, Suite 350 Las Vegas, Nevada 89145 (702) 360-6000 Fax: (702) 360-0000 E-Mail: hlichtenberger@sklar-law.com VIA EDGAR April 1, 2025 Madeleine Joy Mateo, Esq. Lory Empie Susan Block, Esq. John Spitz Securities and Exchange Commission Securities and Exchange Commission Division of Corporation Finance Division of Corporation Finance Office of Finance Office of Finance Washington, D.C. 20549 Washington, D.C. 20549 Dear Ms. Mateo, Block, Empie and Mr. Spitz: This letter sets forth the Company’s responses to the comments contained in the letter dated March 28, 2025 from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) regarding the Amendment Number 1 to the draft registration statement on Form S-1 of GBank Financial Holdings Inc., a Nevada corporation (the “ Company ”), submitted to the Securities and Exchange Commission on March 12, 2025 (the “ Form S-1/A ”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Form S-1/A. In addition, we hereby submit Amendment No.2 to the Form S-1, which the Company has revised in response to the Staff’s comments and to update other disclosures. 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. Response : The Company has revised the prospectus cover page to include the requested disclosure. The Company has also amended the disclosures on pages 10 and 28 from the Company intending to apply for listing on the Nasdaq Capital Market to having applied to the Nasdaq Capital Market. S KLAR W ILLIAMS ______ LLP ______ LAW OFFICES U.S. Securities and Exchange Commission April 1, 2025 Page 2 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. Response : The Company has clarified on pages 4 and 67 that the Company is subject to the supervision of the Board of Governors of the Federal Reserve System as its primary federal regulator. The Company has disclosed on page 4 that the Board of Governors of the Federal Reserve System is the Company’s primary federal regulator. The Company has changed the acronyms NVFID and FID throughout to be consistent with the acronym NFID used in the notes to the financial statements. 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. Response : The Company has added three risk factors related to the current interest rate environment on page 14. 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). Response : The Company has disclosed all officers, directors and shareholders who have an ownership interest in BCS. Accordingly, no additions or changes are being made to the referenced disclosure on page 89. 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. Response : The Company has revised the Form S-1 to include the requested disclosure on page 89. S KLAR W ILLIAMS ______ LLP ______ LAW OFFICES U.S. Securities and Exchange Commission April 1, 2025 Page 3 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 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. Response : The Company has revised its disclosure on page II-1 to include the requested disclosure. 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. Response : The Company has removed reference undertakings to underwriters on page II-2. We thank the Staff for its review of the foregoing. If you have any further comments, please feel to contact the undersigned using the contact information above. Sincerely, /s/ Henry Lichtenberger Henry Lichtenberger cc: Edward M. Nigro (via email) T. Ryan Sullivan (via email) Jeffery E. Whicker (via email) Alan C. Sklar, Esq. (via email) Thomas E. Puzzo, Esq. (via email)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
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 gbfh_corresp.htm S KLAR W ILLIAMS ______ PLLC ______ LAW OFFICES 410 South Rampart Boulevard, Suite 350 Las Vegas, Nevada 89145 (702) 360-6000 • Fax: (702) 360-0000 March 12, 2025 VIA EDGAR Office of Finance Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: GBank Financial Holdings Inc. Amendment No. 1 to Form S-1 Submitted March 12, 2025 CIK No. 0001791145 Dear Sir or Madam: On behalf of our client, GBank Financial Holdings Inc. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated February 10, 2025, with respect to the above referenced Amendment No. 1 to the draft registration statement on Form S-1 submitted on March 12, 2025. The text of the Staff’s comments is set forth, in bold italics below followed in each case by the Company’s response. Please note that all references to page numbers in the responses refer to the page numbers of Amendment No. 1 to Form S-1, filed concurrently with the submission of this letter in response to the Staff’s comments. Draft Registration Statement Form S-1 submitted January 13, 2025 Cover Page 1. We note your disclosure that the shares of your common stock are being offered for sale by selling stockholders at prices established on the OTCQX Market during the term of this offering, and that you intend to list your common stock on the Nasdaq. Please revise to clarify the method by which the price of the shares will be determined. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K. Response : In response to the Staff’s comment, the Company has added disclosure to the fourth paragraph of the prospectus cover page. Prospectus Summary Overview, page 4 2. We note your disclosure that you have grown your diversified loan portfolio at a 27.90% compound annual growth rate ("CAGR") since 2016, and a loan growth with a deposit CAGR of 27.93%. Because CAGR only represents a comparison of two dates in time but does not show trends or events during the period represented, please balance your disclosure by also including annual rates for the periods represented, or advise. Response : In response to the Staff’s comment, the Company has added disclosure to page 4. 1 Implications of Being an Emerging Growth Company, page 5 3. We note disclosure that you have elected to use the extended transition period for complying with new or revised accounting standards pursuant to the JOBS Act. However, we also note disclosure on page 42 that you have irrevocably elected to adopt new accounting standards within the public company adoption period. Please revise your filing accordingly to be consistent. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 42 to be consistent with the referenced disclosure on page 5. Our Products, page 5 4. Please explain here what percentage of your business is of each commercial and Consumer banking services, prepaid debit cards, and electronic prepaid access programs, for instance, or advise. Response : In response to the Staff’s comment, the Company has added disclosure on page 4. Electronic Prepaid Access Programs, page 6 5. Please revise your disclosure to describe the key terms of the Sponsorship Agreement with Bankcard Services, LLC and file the Sponsorship Agreement as an exhibit, or advise. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 6, and added the Sponsorship Agreement with Bankcard Services, LLC as Exhibit 10.15, and an amendment thereto as Exhibit 10.16. Risk Factors Interest rate shifts may reduce net interest income, page 14 6. Please address more specifically in this risk factor how the current interest rate environment is currently affecting your business. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 14. Risk Factors An active trading market for our common stock , page 28 7. We note your disclosure that the public market for your common stock has been limited to the OTCQX Market, and that an active trading market may not develop. Please clarify if there has been an active trading market on the OTCQX Market to date. If there has not been an active trading market, expand your risk factor disclosure to discuss how that has or may impact the price of the securities. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 28 to refence average daily trading volume. 8. We note the disclosure here that the public offering price of your securities was determined through negotiations between you and the underwriters. However, that is not discussed on the cover page. Please refer to the reference to underwriters at page 3 as well. Please revise for consistency throughout. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 37 to remove the reference to underwriters. Description of Securities, page 37 9. We note your disclosure that you are authorized to issue 5,000,000 shares of preferred stock. We also note that Section 1(a)(iii) of your Articles of Incorporation states that the Corporation is authorized to issue 10,000,000 shares of preferred stock. Please revise your disclosure as appropriate, or advise. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 37 to change disclosure of the number of preferred shares from 5,000,000 to 10,000,000. 2 Loans, page 48 10. We note disclosure that commercial real estate loans total $521.6 million, or 88% of your total loan portfolio as of December 31, 2023. Please revise your filing here or where appropriate, to present disaggregated disclosures of your commercial real estate portfolio by borrower or property type for each period presented. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 48. 11. Please revise your filing to explain the reason(s) you began to repurchase previously sold guaranteed SBA loans during the third quarter of 2023 and disclose further how you began “initiating a change in loan terms with certain borrowers, at the borrowers option.” To the extent you intend to do more of these loan repurchases, please ensure your filing clearly discloses these intentions and the related financial statement impact of these repurchases for all periods presented. Lastly, please explain where these repurchased loans are reflected in your tabular presentation on page 50 as you only disclose $80.5 million of total loans with predetermined (fixed) interest rates as of December 31, 2023. Response : In response to the Staff’s comment, the Company has revised its disclosure on pages 49 and 50. Liquidity, page 54 12. We note disclosure that you review the Company’s liquidity position daily and on at least a quarterly basis, a comprehensive liquidity analysis is reviewed by the Asset Liability Committee and Board of Directors. Please revise your filing to discuss in more detail any liquidity policy guidelines and metrics you use to manage your liquidity, such as coverage ratios or specific thresholds, as applicable, and whether you complied with your internal guidelines with respect to these metrics for each of the periods presented. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 54. Certain Relationships and Related Party Transactions, page 86 13. We note that you entered into an agreement with BCS, which has common ownership with members of your board of directors. Please revise your disclosure to state the names of the related persons. Refer to Item 404(a)(1). Response : In response to the Staff’s comment, the Company has revised its disclosure on page 87 to disclose the names of the related persons. Concentration of Credit Risk, page F-7 14. We note your disclosure of concentration of credit risk and geographic dispersion of loan commitments on page F-31. Please revise your filing, where appropriate, to similarly disclose the geographic dispersion of your loan portfolio. Response : In response to the Staff’s comment, the Company has revised its disclosure on page F-31. Exhibits 15. Please ensure each exhibit is in the proper text-searchable format. See Item 301 of Regulation S-T. Please re-file the respective exhibits to your registration statement. Response : In response to the Staff’s comment, the Company has ensured that each exhibit is in the proper text-searchable format. 3 General 16. We note your disclosure on page 4, and similar disclosure throughout your prospectus, that GBank is subject to primary supervision, periodic examination and regulation by the NVDFS and by the FRB as its primary federal regulator. We also note disclosure, such as on page F-7, that GBank is subject to regulation by the FDIC and the NFID. Please revise your disclosure to clarify or advise. Response : In response to the Staff’s comment, the Company has revised its disclosure on page 4 to remove the acronym “NVDFS.” The Company has kept the acronym “NFID” on page F-7. Both acronyms referenced the same state regulator. 17. We note your cover page disclosure that the closing of this offering is not contingent upon the successful listing of your common stock on the Nasdaq Capital Market. Include risk factor disclosure to address the impact on liquidity and value of shares if your shares are not listed on the Nasdaq Capital Market. Response : In response to the Staff’s comment, the Company has added a risk factor to page 29. Please contact the undersigned with any questions or comments. Very truly yours, SKLAR WILLIAMS PLLC /s/ Henry Lichtenberger Henry Lichtenberger cc: Lory Empie John Spitz Madeleine Joy Mateo Susan Block Securities and Exchange Commission Ryan Sullivan Edward Nigro Jeffery Whicker GBank Financial Holdings, Inc. 4

February 10, 2025
T. Ryan Sullivan
Chief Executive Officer
GBank Financial Holdings Inc.
9115 W. Russell Rd., Ste. 110
Las Vegas, Nevada 89148
Re:GBank Financial Holdings Inc.
Draft Registration Statement on Form S-1
Submitted January 13, 2025
CIK No. 0001791145
Dear T. Ryan Sullivan:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Form S-1 submitted January 13, 2025
Cover Page
1.We note your disclosure that the shares of your common stock are being offered for
sale by selling stockholders at prices established on the OTCQX Market during the
term of this offering, and that you intend to list your common stock on the Nasdaq.
Please revise to clarify the method by which the price of the shares will be
determined.  Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.
Prospectus Summary
Overview, page 4
We note your disclosure that you have grown your diversified loan portfolio at a
27.90% compound annual growth rate ("CAGR") since 2016, and a loan growth with 2.

February 10, 2025
Page 2
a deposit CAGR of 27.93%.  Because CAGR only represents a comparison of two
dates in time but does not show trends or events during the period represented, please
balance your disclosure by also including annual rates for the periods represented, or
advise.
Implications of Being an Emerging Growth Company, page 5
3.We note disclosure that you have elected to use the extended transition period for
complying with new or revised accounting standards pursuant to the JOBS Act.
However, we also note disclosure on page 42 that you have irrevocably elected to
adopt new accounting standards within the public company adoption period. Please
revise your filing accordingly to be consistent.
Our Products, page 5
4.Please explain here what percentage of your business is of each commercial and
consumer banking services, prepaid debit cards, and electronic prepaid access
programs, for instance, or advise.
Electronic Prepaid Access Programs, page 6
5.Please revise your disclosure to describe the key terms of the Sponsorship Agreement
with Bankcard Services, LLC and file the Sponsorship Agreement as an exhibit, or
advise.
Risk Factors
Interest rate shifts may reduce net interest income, page 14
6.Please address more specifically in this risk factor how the current interest rate
environment is currently affecting your business.
Risk Factors
An active trading market for our common stock , page 28
7.We note your disclosure that the public market for your common stock has been
limited to the OTCQX Market, and that an active trading market may not develop.
Please clarify if there has been an active trading market on the OTCQX Market to
date.  If there has not been an active trading market, expand your risk factor disclosure
to discuss how that has or may impact the price of the securities.
8.We note the disclosure here that the public offering price of your securities was
determined through negotiations between you and the underwriters.   However, that is
not discussed on the cover page.  Please refer to the reference to underwriters at page
3 as well.  Please revise for consistency throughout.
Description of Securities, page 37
9.We note your disclosure that you are authorized to issue 5,000,000 shares of preferred
stock. We also note that Section 1(a)(iii) of your Articles of Incorporation states that
the Corporation is authorized to issue 10,000,000 shares of preferred stock. Please
revise your disclosure as appropriate, or advise.
Loans, page 48

February 10, 2025
Page 3
10.We note disclosure that commercial real estate loans total $521.6 million, or 88% of
your total loan portfolio as of December 31, 2023.  Please revise your filing here or
where appropriate, to present disaggregated disclosures of your commercial real estate
portfolio by borrower or property type for each period presented.
11.Please revise your filing to explain the reason(s) you began to repurchase previously
sold guaranteed SBA loans during the third quarter of 2023 and disclose further how
you began “initiating a change in loan terms with certain borrowers, at the borrowers
option.” To the extent you intend to do more of these loan repurchases, please ensure
your filing clearly discloses these intentions and the related financial statement impact
of these repurchases for all periods presented. Lastly, please explain where these
repurchased loans are reflected in your tabular presentation on page 50 as you only
disclose $80.5 million of total loans with predetermined (fixed) interest rates as of
December 31, 2023.
Liquidity, page 54
12.We note disclosure that you review the Company’s liquidity position daily and on at
least a quarterly basis, a comprehensive liquidity analysis is reviewed by the Asset
Liability Committee and Board of Directors. Please revise your filing to discuss in
more detail any liquidity policy guidelines and metrics you use to manage your
liquidity, such as coverage ratios or specific thresholds, as applicable, and whether
you complied with your internal guidelines with respect to these metrics for each of
the periods presented.
Certain Relationships and Related Party Transactions, page 86
13.We note that you entered into an agreement with BCS, which has common ownership
with members of your board of directors. Please revise your disclosure to state the
names of the related persons. Refer to Item 404(a)(1).
Concentration of Credit Risk, page F-7
14.We note your disclosure of concentration of credit risk and geographic dispersion of
loan commitments on page F-31. Please revise your filing, where appropriate, to
similarly disclose the geographic dispersion of your loan portfolio.
Exhibits
15.Please ensure each exhibit is in the proper text-searchable format. See
Item 301 of Regulation S-T. Please re-file the respective exhibits to your registration
statement.
General
16.We note your disclosure on page 4, and similar disclosure throughout your
prospectus, that GBank is subject to primary supervision, periodic examination and
regulation by the NVDFS and by the FRB as its primary federal regulator. We also
note disclosure, such as on page F-7, that GBank is subject to regulation by the FDIC
and the NFID. Please revise your disclosure to clarify or advise.
We note your cover page disclosure that the closing of this offering is not contingent 17.

February 10, 2025
Page 4
upon the successful listing of your common stock on the Nasdaq Capital Market.
Include risk factor disclosure to address the impact on liquidity and value of shares if
your shares are not listed on the Nasdaq Capital Market.
            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