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July 14, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re:NewtekOne, Inc.
Supplemental Correspondence
Submitted July 6, 2023
File No. 333-269452
Dear Barry Sloane:
            We have reviewed your supplemental correspondence 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.
Correspondence submitted on July 6, 2023
General
1.Your response does not provide the staff with sufficient support for your conclusion that
you did not meet the definition of an investment company under the Investment Company
Act (the “Act”) subsequent to your withdrawal of the election to be regulated as a business
development company (a “BDC”). Please update your risk disclosure to indicate that the
staff may disagree with your conclusions that (i) loans held by you and your subsidiaries
are not securities as defined in the Act and that (ii) you did not meet the definition of an
investment company under section 3 of the Act subsequent to your withdrawal of the
election to be regulated as a BDC.

Alternatively, please supplementally provide additional detail regarding what the

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 July 14, 2023 Page 2
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
July 14, 2023
Page 2
receivables between NSBF, you, and your affiliates relate to. In addition, please provide
your detailed legal analysis regarding why such obligations of related parties to pay NSBF
should not be viewed as a note or evidence of indebtedness as referenced in section
2(a)(36) of the Act, including why your description of these as “ordinary course
intercompany transactions” affects your analysis under the Act. Please cite to relevant
legal authority under the Act. In this regard, we note that the “PWC Viewpoint” you have
cited describes the terminology that can be used for these intercompany payables and
receivables; please describe its relevance to your conclusion that amounts due from
related parties are not securities as defined in the Act.

Finally, to the extent that disclosure is updated to indicate that you may be able to rely on
Rule 3a-2, please supplementally respond to comment 5 from our letter dated June 2,
2023, including by providing complete analysis regarding when the one-year period
commenced pursuant to Rule 3a-2(b). In this regard, we note that Rule 3a-2(b) could
operate to foreclose the possibility of your reliance on the rule subsequent to your
withdrawal of the election to be regulated as a BDC, to the extent that, for example, NSBF
owned—on a date more than one year prior to the withdrawal of such
election—investment securities having a value exceeding 40% of the value of such
issuer’s total assets (exclusive of Government securities and cash items) on an
unconsolidated basis.
            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.