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

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
 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.
17.    We note your cover page disclosure that the closing of this offering is
not contingent
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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