January 31, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Patrick Faller
| Re: | GTY Technology Holdings Inc. |
| Registration Statement on Form S-3 | |
| Filed January 21, 2022 | |
| File No. 333-262289 |
Dear Mr. Faller:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, GTY Technology Holdings Inc. hereby requests that the effective date of the above-referenced registration statement be accelerated so that the same will become effective at 2:00 p.m. Eastern Time on Wednesday, February 2, 2022, or as soon thereafter as practicable.
Please advise Brian Boonstra of Davis Graham & Stubbs LLP at (303) 892-7348 when the order declaring the registration statement effective is signed.
| Sincerely, | |
| /s/ TJ Parass | |
| TJ Parass | |
| Chief Executive Officer |
| cc: | Brian Boonstra, Esq., Davis Graham & Stubbs LLP |