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                             March 20, 2023

       Barry Sloane
       Chief Executive Officer
       NewtekOne, Inc.
       4800 T Rex Avenue, Suite 120
       Boca Raton, FL 33431

                                                        Re: NewtekOne, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed March 6, 2023
                                                            File No. 333-269452

       Dear Barry Sloane:

             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
February 23, 2023 letter.

       Pre-Effective Amendment No. 1 to Form S-3 filed March 6, 2023

       General

   1.                                                   We note your disclosure
on page 5 that you plan to follow the NewtekOne SBA 7(a) loan
                                                        business model prior to
becoming a financial holding company, including "accumulating
                                                        sufficient loans for
investment and securitization" and transferring the loans to a special
                                                        purpose vehicle, such
as a trust. On page 7 under the Non-Conforming Conventional
                                                        Commercial Loans
subsection you also refer to commercial loan securitization and Class
                                                        A Notes. Because your
new business plan appears to involve acquiring, holding and
                                                        selling securities,
these activities may implicate obligations under the federal securities
                                                        laws, including, but
not limited to, any requirements to register as an investment company
                                                        under the Investment
Company Act of 1940. Please explain how you intend to conduct
 Barry Sloane
NewtekOne, Inc.
March 20, 2023
Page 2
         your operations in accordance with these requirements and what
specific exclusion or
         exemption from being deemed an investment company you plan to rely on.
Our Business, page 2

2.       We note your response to our prior comment 1 and reissue in part.
Please further revise
         this section to provide additional details about your business after
becoming a financial
         holding company as follows:
             Disclose and explain the nature of any material dependence on
revenue-generating
              activities, key products, services, product families, or
customers in your business
              operations going forward;
             Significantly expand your disclosure on page 8 to describe your
insurance business
              and include material risks related to this business line in the
risk factors section;
             Disclose what business lines will not conduct operations through
or in cooperation
              with Newtek Bank, so it is clear to investors what business lines
the bank will not
              participate in; and
             For each company or business line listed on pages 5 through 8,
explain what
              percentage of your revenue is generated from this line of
business and how the
              company generates revenue, detailing, for example, fees or
commissions charts. If
              you believe, as you state in your response letter, that this
information is not material
              to investors, please provide us with your detailed analysis.
Regulation and Supervision
Limits on Activities and Approval Requirements, page 10

3.       Please briefly explain your disclosure that electing to become a
financial holding
         company allows you "to engage in a broader array of financial
activities than bank holding
         companies."
Risk Factors, page 16
FirstName LastNameBarry Sloane
4.     Please add a separately captioned risk factor to discuss the recent
events and causes of the
Comapany   NameNewtekOne,
       volatility in the bankingInc.
                                  sector, and the extent to which these may be
applicable to you. In
March addition,
       20, 2023 please
                  Page 2 discuss the recent decline in your stock price.
FirstName LastName
 Barry Sloane
FirstName  LastNameBarry Sloane
NewtekOne,   Inc.
Comapany
March      NameNewtekOne, Inc.
       20, 2023
March3 20, 2023 Page 3
Page
FirstName LastName
        You may contact William Schroeder at (202) 551-3294 or Ben Phippen at
(202) 551-
3697 if you have questions regarding comments on the financial statements and
related
matters. Please contact Madeleine Mateo at (202) 551-3465 or Tonya Aldave at
(202) 551-
3601 with any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Finance
cc:      Jared Fishman, Esq.