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United States securities and exchange commission logo
June 30, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re: NewtekOne, Inc.
Supplemental
Correspondence
Submitted June 20,
2023
File No. 333-269452
Dear Barry Sloane:
We have reviewed your filing 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 June
2, 2023 letter.
Supplemental Correspondence submitted June 20, 2023
General
1. We note your conclusion
on page 5 of your response that, as of March 31, 2023,
investment securities
represented 39.12% of NSBF s assets. Please specifically describe
(i) the broker
receivable, (ii) amounts due from related parties (including whether
such amounts are due
from majority-owned subsidiaries as defined in the Investment
Company Act of 1940
(the Act )), and (iii) cash items (including whether, and in what
amounts, such items
include certificates of deposit and other type of asset) on your
balance sheet. In
addition, please discuss your legal basis for your proposed treatment of
these assets for
purposes of section 3(a)(1)(C).
Barry Sloane
FirstName LastNameBarry Sloane
NewtekOne, Inc.
Comapany
June NameNewtekOne, Inc.
30, 2023
June 30,
Page 2 2023 Page 2
FirstName LastName
2. Your discussion regarding the company s status under section
3(a)(1)(A) of the Act
appears to focus on whether the company is holding itself out as an
investment
company..." Please confirm that you also believe that you are not
engaged primarily in
the business of investing in securities. In this regard, we note that
a company would meet
the definition of an investment company under section 3(a)(1)(A) if it
is or holds itself
out . See section 3(a)(1)(A) (emphasis added).
3. Please update your risk disclosure to describe the risk that the
company may meet the
definition of an investment company under sections 3(a)(1)(A) and
3(a)(1)(C) of the Act.
Please specifically address (i) the Securitization Trusts reliance
on Rule 3a-7 under the
Act and (ii) your conclusion that the Company is not an investment
company under
section 3(a)(1)(A) or under section 3(a)(1)(C), together with a
description of your bases
for your belief.
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 K. Aldave at (202)
551- 3601 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Jared Fishman, Esq.