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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

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 March 20, 2023 Page 2
 FirstName LastName
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
4.Please add a separately captioned risk factor to discuss the recent events and causes of the
volatility in the banking sector, and the extent to which these may be applicable to you.  In
addition, please discuss the recent decline in your stock price.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 March 20, 2023 Page 3
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
March 20, 2023
Page 3
            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.