United States securities and exchange commission logo





                               July 18, 2023

       Kevin Brian Cox
       Chief Executive Officer
       SurgePays, Inc.
       3124 Brother Blvd, Suite 410
       Bartlett, TN 38133

                                                        Re: SurgePays, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed July 3, 2023
                                                            File No. 333-273110

       Dear Kevin Brian Cox:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Form S-3 filed July 3, 2023

       General

   1.                                                   We note that you issued
a press release on May 2, 2023 announcing that you have been
                                                        approved to dual list
your shares on Upstream. Please disclose what security is being
                                                        listed on Upstream
(i.e., common stock or tokenized equity). Disclose whether Upstream
                                                        is a registered
exchange and in what jurisdiction and the risks and uncertainties with
                                                        listing on this
exchange, including any restrictions on investors in this offering. Disclose
                                                        the rights of the
shareholders and any restrictions on investors on the Upstream platform.
                                                        For example, we note
that your press release indicates that U.S. or Canadian-based
                                                        citizens or permanent
residents are not currently able to deposit, buy, or sell securities on
                                                        Upstream.
 Kevin Brian Cox
FirstName
SurgePays,LastNameKevin Brian Cox
            Inc.
Comapany
July       NameSurgePays, Inc.
     18, 2023
July 18,
Page  2 2023 Page 2
FirstName LastName
2.       We note that the Upstream website allows trading of tokenized equity
of certain
         companies. Please clarify whether you intend to list the tokenized
equity on Upstream. If
         so, provide a materially complete description of the tokenized shares
and the process by
         which shareholders exchange their common shares for the tokenized
shares, including the
         entire lifecycle from the initial exchange of common shares for
tokenized shares through
         the exchange back into common shares. In responding to this comment:
             Include the company   s legal analysis as to the characterization
of the tokenized
              equity and whether it is the same class as the common shares, a
different class of
              common stock, or a security based swap.
             Provide a detailed explanation of how such securities are the same
as the issued and
              outstanding shares of common stock already registered, as well as
how such shares
              compare in regards to transferability and the role of the
transfer agent, whether on
              Upstream or otherwise.
             Explain the role of MERJ Depository and Registry Limited and how
it interacts with
              the company   s U.S. transfer agent, and also address how any
"tokenized equity" is
              held on Upstream through MERJ Depository and Registry Limited
(e.g., whether
              through a shareholder's wallet or an omnibus wallet).
3.       Please clarify whether there could be discrepancies between the
trading prices of common
         shares on Nasdaq and the tokenized shares on Upstream, whether
resulting from different
         liquidity in the markets or otherwise. Include risk factor disclosure,
if material.
4.       Please disclose what information is publicly available about the
trading activity that
         occurs on Upstream and, in particular, what information holders of
common shares would
         have about the trading on Upstream before making a decision to
exchange their common
         shares for tokenized shares.
5.       The press release indicates that shareholders are eligible to claim
digital NFTs. Explain
         whether you are planning to offer any digital dividends to
shareholders and disclose the
         process for distribution of digital dividends, including whether the
digital dividends will
         be limited to those who hold the tokenized shares. Also explain how
you will inform and
         communicate to shareholders in regard to any digital dividends or
gifts, with respect to the
         tokenized shares.
6.       We note that on January 5, 2023, you were notified by Nasdaq that the
company is not
         in compliance with the annual shareholder meeting requirement for
continued listing on
         the Nasdaq Capital Market. Please include a recent development section
to disclose
         the Nasdaq notification letter and disclose whether you have regained
compliance with
         Nasdaq listing qualifications.
 Kevin Brian Cox
FirstName
SurgePays,LastNameKevin Brian Cox
            Inc.
Comapany
July       NameSurgePays, Inc.
     18, 2023
July 18,
Page  3 2023 Page 3
FirstName LastName
        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 Lauren Pierce, Staff Attorney, at (202) 551-3887 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Joseph Lucosky