United States securities and exchange commission logo





                             September 29, 2023

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

                                                        Re: SurgePays, Inc.
                                                            Amendment no. 2 to
Registration Statement on Form S-3
                                                            September 7, 2023
                                                            File No. 333-273110

       Dear Kevin Brian Cox:

             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
August 15, 2023 letter.

       Form S-3 filed September 7, 2023

       General

   1.                                                   We reissue prior
comment 6 in part. Please disclose whether Upstream (or MERJ
                                                        Depository or MERJ
Exchange) will carry customer accounts on behalf of the introducing
                                                        broker.
   2.                                                   Based on the
information you have provided, it appears that Upstream and its affiliated
                                                        entities, including
MERJ Exchange Ltd. and MERJ Depository (collectively, the
                                                           Upstream Entities
), are providing access to the Upstream platform directly to U.S.
                                                        persons for the
purposes of trading and custodying securities. By engaging in this
                                                        activity, we believe
that one or more of the Upstream Entities may be required to register
                                                        with the Commission as
a broker-dealer, national securities exchange, and/or clearing
 Kevin Brian Cox
SurgePays, Inc.
September 29, 2023
Page 2
      agency. On page 8, you note that    Beginning in June 2023, Upstream
entered into an
      introducing broker agreement with Boustead Securities, whereby Boustead
Securities acts
      as an agent to introduce their customers to MERJ in compliance with the
exemptions from
      registration provided by Rule 15a-6 under the Exchange Act.    Rule 15a-6
under the
      Exchange Act provides certain exemptions from broker-dealer registration
for foreign
      broker-dealers, subject to various conditions. However, based on the
information you
      have provided, we do not believe that any of the exemptions in this rule
would be
      available to the Upstream Entities. In addition, we note that Rule 15a-6
does not provide
      any exemptions from registration as a national securities exchange or
clearing agency. As
      a result, please revise your disclosures to state that, because Upstream
Entities are not
      registered with the Commission, they may not currently be permitted to
provide access to
      the Upstream platform directly to U.S. investors for the purposes of
trading or custodying
      securities, notwithstanding Upstream   s assertions to the contrary. In
addition, please add
      a risk factor related to events that may occur if any Upstream Entity is
required to register
      as a broker-dealer, clearing agency or exchange, including, possible
risks of rescission.
      Please also discuss that an investor purchasing or custodying securities
through Upstream
      may not receive the same investor protections that would apply to
securities purchased or
      custodied through an SEC-registered broker-dealer, clearing agency or
exchange,
      including, in the event of the insolvency of Upstream or one of its
affiliated entities.
      Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.



                                                            Sincerely,
FirstName LastNameKevin Brian Cox
                                                            Division of
Corporation Finance
Comapany NameSurgePays, Inc.
                                                            Office of
Technology
September 29, 2023 Page 2
cc:       Joseph Lucosky
FirstName LastName