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United States securities and exchange commission logo
December 14, 2020
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re: GBS Inc.
Amendment No. 10 to
Registration Statement on Form S-1
Filed December 8,
2020
File No. 333-232557
Dear Mr. Simeonidis:
We have reviewed your amended registration statement and have the
following
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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 24, 2020 letter.
Amendment No. 10 to Registration Statement of Form S-1 filed December 8,
2020
General
1. Exhibit 4.6 stipulates
that an investor must submit to the exclusive jurisdiction of state and
federal courts located
in the City of New York for all legal proceedings arising out of or
relating to the common
stock warrant. Revise the disclosure in the section captioned "Risk
Factors" and in the
prospectus to make clear whether this provision applies to actions
arising under the
Securities Act or the Exchange Act. We note that Section 27 of the
Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability
created by the Exchange Act or its rules and regulations and Section 22 of
the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or its rules and
Harry Simeonidis
GBS Inc.
December 14, 2020
Page 2
regulations. If this provision applies to Securities Act claims, revise
the disclosure in the
prospectus to state that there is uncertainty on whether a court would
enforce the provision
and that investors cannot waive compliance with the federal securities
laws and their rules
and regulations. If this provision does not apply to actions arising
under the Securities Act
or the Exchange Act, ensure that the provision and the disclosure in the
prospectus both
state this clearly.
You may contact Michael Fay at (202) 551-3812 or Brian Cascio at (202)
551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek at (202) 551-3641
with any other
questions.
Sincerely,
FirstName LastNameHarry Simeonidis
Division of
Corporation Finance
Comapany NameGBS Inc.
Office of
Manufacturing
December 14, 2020 Page 2
cc: Ralph V. De Martino, Esq.
FirstName LastName