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February 23, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re:NewtekOne, Inc.
Registration Statement on Form S-3
Filed January 27, 2023
File No. 333-269452
Amended Form 8-K
Filed January 27, 2023
File No. 001-36742
Dear Barry Sloane:
            We have reviewed your 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.
Registration Statement on Form S-3 filed January 27, 2023
Cover Page
1.Please update the cover page of your registration statement to include the specific page
number on which your risk factors section begins. Refer to Item 501(b)(5) of Regulation
S-K.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 February 23, 2023 Page 2
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
February 23, 2023
Page 2
Prospectus Summary
Our Business, page 2
2.Please significantly revise this section to explain how the acquisition of the National Bank
of New York City ("NBNYC") and your conversion from a business development
company to a financial holding company has changed your business operations and how
your business will operate going forward. In this regard, we note your disclosure on page
6 that you intend to "centralize your Newtek lending ecosystem within Newtek Bank." In
addition, disclose the following:
•for each company or business line listed on pages 3 through 7, 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 charged;
•explain in what business lines the bank will participate and how;
•explain if the same management team will continue to oversee the business or only
particular business lines; and
•discuss material regulations now applicable to you as a financial holding company.
3.We note your disclosure that you "no longer qualif[y] as a regulated investment company
for federal income tax purposes and no longer qualif[y] for accounting treatment as an
investment company."  Please explain briefly the material consequences of this change
and describe any related risks to investors.
Organizational Overview, page 3
4.We note the chart depicting your organizational structure following the completion of the
recent bank acquisition. Please revise this section to show the state of incorporation for
each entity. In addition, include the organizational chart depicting your organizational
structure prior to the consummation of the acquisition.
Risk Factors, page 9
5.We note the risk factors disclosed in your Annual Report on Form 10-K filed on March 1,
2022 and incorporated by reference regarding risks related to converting to a financial
holding company discussed in the context of your anticipated acquisition of NBNYC and
anticipated conversion. Given the fact that the acquisition has been completed and you
appear to plan to change significantly how you operate as a result of becoming a financial
holding company, please revise this section to include material risks to investors as the
result of this new business structure. As an example only, we note your disclosure on page
5 that the new "SBA 7(a) loan originations will be transitioned to Newtek Bank, which
anticipates obtaining PLP status." Discuss the risks to investors if you do not obtain the
PLP status and discuss anticipated timeframes of obtaining this status. In addition, we note
your disclosure on page 10 that important assumptions include the ability of Newtek Bank
to originate loans under the SBA 7(a) program, sell SBA guaranteed portions of SBA 7(a)
loans at premiums and grow deposits, your ability to operate as a financial holding
company and increased compliance and other costs associated with such operations, as

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 February 23, 2023 Page 3
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
February 23, 2023
Page 3
well as your subsidiaries ability to generate revenue and obtain and maintain certain
margins and levels of profitability.
6.We note from the risk factors section in the Annual Report on Form 10-K filed on March
1, 2022 that your business is subject to cybersecurity risks. To the extent cybersecurity
risks are material to your business, please include risk factor disclosure related to the
nature of the board’s role in overseeing your cybersecurity risk management, the manner
in which the board administers this oversight function, and any effect this has on the
board’s leadership structure.
Use of Proceeds, page 12
7.We note your intention to use the net proceeds for general corporate purposes, including
"financing acquisitions, redeeming or repurchasing [your] securities, extending credit to,
or funding investments in, [your] subsidiaries and repaying, reducing or refinancing
indebtedness."
•If known, please disclose the approximate amount intended to be used for each
purpose.
•As it relates to potential acquisitions, identify the businesses or nature of businesses
sought, the status of any negotiations, and a brief description of the businesses. Refer
to Instruction 6 to Item 504 of Regulation S-K.
•As it relates to discharging indebtedness, please provide disclosure required by
Instruction 4 to Item 504 of Regulation S-K.
Description of Our Capital Stock
Classified Board of Directors, page 15
8.We note your disclosure that your board of directors will be divided into three classes.
Please disclose what directors will serve in each class.
Incorporation of Certain Information by Reference, page 39
9.Please revise to make clear that you incorporate by reference all of your Exchange
Act filings after the date of the initial registration statement and prior to effectiveness.
Refer to Item 12(a)(2) of Form S-3 and, for guidance, Question 123.05 of the Securities
Act Forms Compliance and Disclosure Interpretations.
10.We note that you appear to be making the election to use forward incorporation by
reference and must state in the prospectus contained in the registration statement that all
documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be
incorporated by reference into the prospectus. Please revise the language in this section of
the registration statement accordingly. Refer to Item 12(b) of Form S-3.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 February 23, 2023 Page 4
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
February 23, 2023
Page 4
Undertakings, page II-4
11.It does not appear that this is an initial distribution of securities.  Please advise why you
included the undertaking (5) on page II-4.  Refer to Item 512(a)(6) of Regulation S-K.
Signatures, page II-6
12.Please revise the language in the first paragraph of this section to conform to the language
provided in Form S-3.
Amended Form 8-K filed on January 27, 2023
Exhibit 99.2
3. Adjustments to unaudited pro forma condensed combined financial information, page 12
13.We note your disclosure in adjustment B that the Company has performed a preliminary
valuation analysis of the fair market value of NBNYC’s assets to be acquired and
liabilities to be assumed.  However, there are no fair value adjustments included in the
NBNYC acquisition transaction accounting adjustments column of your unaudited pro
forma condensed combined balance sheet.  Please provide us with additional details
describing your preliminary valuation analysis and tell us how you determined that the
analysis was representative of fair market value of the assets acquired and liabilities
assumed.  Please specifically address your consideration of ASC 805-20-30-4 as it relates
to the acquired loans receivable.
General
14.Please refer to Rule 3-05 of Regulation S-X and tell us how you considered the
requirement to provide unaudited financial statements for NBNYC for the period ended
September 30, 2022.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 February 23, 2023 Page 5
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
February 23, 2023
Page 5
            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.