SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Kempler Leonard Victor (Last) (First) (Middle) C/O GBS, INC., 708 THIRD AVENUE, 6TH FLOOR, (Street) NEW YORK, NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/22/2020	3. Issuer Name and Ticker or Trading Symbol GBS Inc. [ GBS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share(3)	2,450	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Warrant	(1)	(1)	Common Stock	2,450	(1)	D
Series B Warrant	(2)	(2)	Common Stock	2,450	(2)	D

Explanation of Responses:

1. Includes Series A warrant to purchase 2,450 shares of the Company's common stock at an exercise price equal to $8.50 per share exercisable until the fifth anniversary of the issuance date. This warrant is included in the units of the Company's securities sold in the December 2020 initial public offering (the "IPO").

2. Includes Series B warrant to purchase 2,450 shares of the Company's common stock and together with the Series A warrants at an exercise price equal to $17.00 per share, exercisable until the fifth anniversary of the issuance date and subject to certain adjustment and cashless exercise provisions as described herein. This warrant is included in the units of the Company's securities sold in the IPO.

3. Represents 2,450 shares of the Company's common stock included in the units of the Company's securities sold in the This warrant is included in the units of the Company's securities sold in the December 2020 initial public offering (the "IPO").

	/s/ Leonard Victor Kempler	12/30/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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