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May 11, 2022
George Norcross, III
Principal
Braca Group
350 Royal Palm Way, Suite 500
Palm Beach, FL 33480
Re:REPUBLIC FIRST BANCORP INC
PREC14A filed May 2, 2022
Filed by George E. Norcross, III et al.
SEC File No. 0-17007
Dear Mr. Norcross:
            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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed May 2, 2022
Reasons for the Solicitation, page 2
1.Allegations that impugn character or allege improper or illegal conduct violate Rule 14a-9
unless adequately supported by an appropriate factual foundation.  Please provide support
for the following statements in a revised preliminary proxy statement:

- "We believe Vernon Hill and his family and associates have engaged in a longstanding
and troubling pattern of self-dealing and unjust enrichment through reported and
unreported related-party transactions."

- "Vernon Hill's previous related-party activities and other misconduct at banks based in
the United Kingdom and New Jersey has led to inquiry by shareholders and bank
regulators."

 FirstName LastNameGeorge Norcross, III
 Comapany NameBraca Group
 May 11, 2022 Page 2
 FirstName LastNameGeorge Norcross, III
Braca Group
May 11, 2022
Page 2
2.Clarify what you mean by the reference to Vernon Hill's "acute conflicts of interest" in the
fourth paragraph on page 2.
Background of the Solicitation, page 3
3.Expand this section to explain whether you sought the consent of the Driver nominees to
include them as participants in this solicitation and on your proxy card.  Since you are
supporting the Driver nominees in this solicitation and urging shareholders to vote for
them, if you did not seek such consent, explain why not.
4.Refer to the first paragraph in this section.  Specify what you mean by your "long-term
investment in the Company" by including a time frame.
5.We understand that participants in this solicitation have a history of prior involvement in
other institutions with Vernon Hill.  Given the numerous places throughout this proxy
statement where you allege improprieties by Mr. Hill at other institutions, expand here and
elsewhere in this disclosure document to fully explain the parties' past history with one
another.  In particular, where you allege prior improper conduct by Mr. Hill at other
institutions, clarify whether participants were also associated with those institutions.
6.Revise to provide further details about the "substantial, long-term investment in the
Company's stock" representatives of KBW discussed with your financial advisor in
February 2022, including the specific type of transaction(s) discussed.  Similarly, on page
4, clarify the kind of "second-step transaction that would provide additional liquidity to
the Company's shareholders through the acquisition of Common Shares" included in the
March 11, 2022 proposal.
Special Meeting, page 3
7.Expand this section to provide further details about your attempts to call a special meeting
for the purpose of electing three directors to serve until the 2025 annual meeting of
shareholders. You state that you have submitted a request to the Secretary of the Company
to hold the Special Meeting and that if the Company receives requests from shareholders
representing 20% of the shares entitled to vote, it must call the Special Meeting.
However, it is unclear whether you have met the 20% threshold already, or whether you
will solicit consents from other shareholders.  If the latter, explain when this solicitation
will occur.  In addition, if you are supporting the Driver nominees currently and
(according to the disclosure in the last sentence of this section) may continue to do so,
revise to explain the purpose of calling a Special Meeting.
Other Matters to be Considered, page 6
8.To avoid confusion, revise or delete the references to information that appears in the
Company's proxy statement, which as you know, has not yet been filed.  Alternatively,
note that it has not been filed yet.

 FirstName LastNameGeorge Norcross, III
 Comapany NameBraca Group
 May 11, 2022 Page 3
 FirstName LastName
George Norcross, III
Braca Group
May 11, 2022
Page 3
Additional Participant Information, page 11
9.Provide the disclosure required by Item 5(b) of Schedule 14A as to each participant in this
solicitation.
Raymond James Letter Agreement, page 12
10.Clarify the circumstances under which Raymond James would be entitled to a fee ranging
from $1,500,000 to $3,000,000 and how the amount of such fee would be set.  Given that
the participants recently made a proposal to acquire a significant stake in the Company
that would involve a liquidity event for shareholders, please be specific.
11.Clarify how the net profits will be calculated for purposes of the fees owed to Raymond
James if the Group maintains an interest in securities of the Company at the earlier of 12
months after termination of the Letter Agreement or June 30, 2023.
12.Refer to the last sentence in this section on page 13.  Expand to explain the following
statement there:  "The Letter Agreement also provides that fees paid by the Group will be
credited against fees that become payable to Raymond James in certain circumstances."
Your revised disclosure should explain what fees will be credited and in what
circumstances.
General
13.Identify the persons who will solicit and describe the methods to be used to do so.  See
Item 4(b) of Schedule 14A.
14.Include the disclosure required by Item 23 of Schedule 14A.

            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk, Senior Special Counsel, at (202) 551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions