SecProbe.io

CORRESP
 1
 filename1.htm

 AVIDBANK HOLDINGS, INC.

 1732 North First Street, 6th Floor

 San Jose, CA 95112

 August 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re: AVIDBANK HOLDINGS, INC.

 Registration Statement on Form S-1 (File No.
333-288743) (the "Registration Statement")

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Avidbank Holdings, Inc. hereby respectfully requests that the effectiveness of the above-captioned Registration
Statement on Form S-1, be accelerated to 4:30 p.m., Eastern Time, on August 7, 2025, or as soon thereafter as practicable.

 Please contact Craig Miller at (415) 291-7415
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP with any questions and please notify the listed as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request. We appreciate your assistance
and cooperation in this matter.

 Sincerely,

 AVIDBANK HOLDINGS, INC.

 By:
 /s/ Patrick Oakes

 Name:
 Patrick Oakes

 Title:
 Executive Vice President and Chief Financial Officer

 cc: Manatt, Phelps & Phillips, LLP

CORRESP
 1
 filename1.htm

 Piper Sandler & Co.

 800 Nicollet Mall

 Minneapolis, Minnesota 55402

 Stephens Inc.

 111 Center Street

 Little Rock, Arkansas 72201

 August 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Avidbank Holdings, Inc.

 CIK No. 0001443575

 Registration Statement on Form S-1 (File No. 333-288743)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the "Act"), we, as representatives of the several underwriters, hereby join in the request of Avidbank
Holdings, Inc. (the "Company"), for acceleration of the effective date of the above-referenced Registration Statement on Form
S-1 so that it becomes effective as of 4:30 p.m. Eastern Time on August 7, 2025, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Manatt, Phelps & Phillips, LLP, request by telephone that such Registration Statement
be declared effective.

 Pursuant to Rule 460 under the Act, we, as representatives
of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

 We, the undersigned, as representatives of the
several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Piper Sandler & Co.

 Stephens Inc.

 As Representatives of the several Underwriters listed

 in Schedule I of the Underwriting Agreement

 PIPER SANDLER & CO.

 By:
 /s/ Neil Riley

 Name:
 Neil Riley

 Title:
 Managing Director

 STEPHENS INC.

 By:
 /s/ Scott Studwell

 Name:
 Scott Studwell

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 Craig
D. Miller
 Manatt,
Phelps & Phillips, LLP
 Direct
Dial: (415) 291-7415
 cmiller@manatt.com

 July
30, 2025
 Client-Matter:
 42555-043

 VIA
EDGAR

 U.S.
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE

 Washington,
D.C. 20549

 Re:
 Avidbank
 Holdings, Inc.

 Registration
Statement on Form S-1
 Submitted
July 18, 2025

 CIK
 No. 0001443575

 Ladies
and Gentlemen:

 On
behalf of our client, Avidbank Holdings, Inc. (the " Company "), we hereby respectfully provide responses to comments
of the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") issued
pursuant to our oral discussion with the Staff on July 29, 2025 (the " Comments ") relating to the Company's Registration
Statement on Form S-1 (File No. 333-288743) as submitted with the Commission on July 18, 2025 (the " S-1 ").

 In
response to our discussions with the Staff and in connection with our proposed S-1/A submitted to the Commission via a Correspondence
Letter from July 22, 2025, we intend to further revise our disclosures on the following pages of the draft Amendment No.1 to S-1 (the
" S-1/A "), as attached hereto as Redline 1 , to (i) clarify risks associated with our Venture Lending
business by including a separate risk factor on page 29, (ii) enhance the liquidity risk disclosure on page 92 and (iii) update the beneficial
ownership information of the Company's 5% or more shareholders pursuant to Item 403 of the Regulation S-K on pages 147 - 148.

 Should
you have any questions regarding the foregoing responses or additional comments regarding our proposed edits to the S-1/A in connection
with the Commission's Comments, please do not hesitate to contact Craig Miller at 415.291.7415 or Veronica Lah at 310.312.4130.

 Sincerely
 yours,

 /s/
 Craig D. Miller

 Craig
 D. Miller

 cc: Avidbank
Holdings, Inc.

CORRESP
 1
 filename1.htm

 Craig D. Miller
 Manatt, Phelps & Phillips, LLP
 Direct Dial: (415) 291-7415
 cmiller@manatt.com

 Client-Matter: 42555-043

 July 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Avidbank Holdings, Inc.

 Registration Statement on Form S-1
 Submitted July 18, 2025

 CIK No. 0001443575

 Ladies and Gentlemen:

 On behalf of our client, Avidbank Holdings, Inc. (the " Company "), we hereby respectfully provide responses to comments of the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") issued in a letter dated July 17, 2025 (the " Staff's Letter ") relating to the Company's Amendment No. 2 to Draft Registration Statement on Form S-1 as submitted with the Commission on July 9, 2025 (the " DRS Amendment No. 2 ") and to our oral discussion with the Staff on July 18, 2025 (the " Oral Comments, " and together with the Staff's Letter, the " Comments ") relating to the DRS Amendment No.2 and the Company's Registration Statement on Form S-1 (File No. 333-288743) as submitted with the Commission on July 18, 2025 (the " S-1 ").

 In order to facilitate your review, we have responded, on behalf of the Company, to each of the Comments set forth in the Staff's Letter and pursuant to our July 18 th meeting, below. The Comments are set forth below in bold font and our response follows each respective Comment. For each Comment, we have attached the corresponding redlines of the S-1 against the draft Amendment No.1 to Registration Statement on Form S-1 (the " S-1/A ") that the Company intends to file after the Commission's review of the proposed edits herein and as part of the next amendment to the Form S-1.

 Amendment No. 2 to the Draft Registration Statement on Form S-1 filed on July 9, 2025

 Summary, page 1

 1.
 "We note your response to prior comment 1 on pages 12-13 and 105-107 and your statement that loans are categorized to banking divisions based on product type and source of repayment, and that the nature and stage of the borrower's business are not material to this classification. However, your response does not clearly explain how the company determines the appropriate category for borrowers that exhibit characteristics common to more than one division. For example, with a view to revised disclosure, advise us whether a VC-funded technology or other company could also fit in the Specialty Finance division if it receives accounts receivable lending or if a VC-funded company might also meet the criteria for Corporate Banking if characteristics of the product type or source of repayment overlap with that division. Also with a view to disclosure, advise us to what extent subjectivity is involved in making these determinations and, if so, what criteria are used."

 Response: In response to the Staff's Comment, the S-1/A on pages 12-13 and on pages 105-107, as attached hereto as Redline 1 , will be revised to clarify how the Company generally determines appropriate categories for borrowers' based on characteristics at loan origination, including product type and source of repayment. Once the loan is originated, the Company, occasionally, may re-categorize the loan into a different division in order to manage risk, but these changes are not material to the Company's business.

 Attention: U.S. Securities and Exchange Commission

 Re: Avidbank Holdings, Inc.; Amendment No. 1 to Registration Statement on Form S-1

 July 22, 2025

 Page 2

 2.
 Additional Revisions

 In response to our discussions with the Staff, we intend to further revise our disclosures on the following pages of the S-1/A, as attached hereto as Redline 2 , to (i) refine the risks associated with our venture lending portfolio on pages 22 and 25; (ii) provide enhanced disclosure around how we manage risk and the role of our various risk management committees on pages 14, 90-92 and 107, and (iii) amplify language around our deposit funding and characteristics on pages 32 and 92.

 Should you have any questions regarding the foregoing responses or additional comments regarding our proposed edits to the S-1/A in connection with the Commission's Comments, please do not hesitate to contact Craig Miller at 415.291.7415 or Veronica Lah at 310.312.4130.

 Sincerely yours,

 /s/ Craig D. Miller

 Craig D. Miller

 cc:
 Avidbank Holdings, Inc.

 Manatt, Phelps & Phillips, LLP One Embarcadero Center, 30th Floor, San Francisco, California 94111

 Tel: 415.291.7400 Fax: 415.291.7474

 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

<DOCUMENT>
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<TEXT>
 July 17, 2025

Mark D. Mordell
Chief Executive Offcier
Avidbank Holdings, Inc.
1732 North First Street
6th Floor
San Jose, CA 95112

 Re: Avidbank Holdings, Inc.
 Amendment No. 2 to the Draft Registration Statement on Form S-1
 Submitted July 9, 2025
 CIK No. 0001443575
Dear Mark D. Mordell:

 We have reviewed your amended draft registration statement and have the
following
comment.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our July 2, 2025 letter.

Amendment No. 2 to the Draft Registration Statement on Form S-1
Summary, page 1

1. We note your response to prior comment 1 on pages 12-13 and 105-107 and
your
 statement that loans are categorized to banking divisions based on
product type and
 source of repayment, and that the nature and stage of the borrower's
business are not
 material to this classification. However, your response does not clearly
explain how
 the company determines the appropriate category for borrowers that
exhibit
 characteristics common to more than one division. For example, with a
view to
 revised disclosure, advise us whether a VC-funded technology or other
company
 July 17, 2025
Page 2

 could also fit in the Specialty Finance division if it receives accounts
receivable
 lending or if a VC-funded company might also meet the criteria for
Corporate
 Banking if characteristics of the product type or source of repayment
overlap with that
 division. Also with a view to disclosure, advise us to what extent
subjectivity is
 involved in making these determinations and, if so, what criteria are
used.
 Please contact John Spitz at 202-551-3484 or Cara Lubit at 202-551-5909
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Craig Miller
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 July 2, 2025

Mark D. Mordell
Chief Executive Offcier
Avidbank Holdings, Inc.
1732 North First Street
6th Floor
San Jose, CA 95112

 Re: Avidbank Holdings, Inc.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted June 3, 2025
 CIK No. 0001443575
Dear Mark D. Mordell:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our May 9, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Summary, page 1

1. We note the response to prior comment 12 and the pie chart on page 7.
With a view to
 clarifying disclosure, advise us of the extent to which borrowers may
fall under more
 than one of the following three categories: Venture Lending, Specialty
Finance and
 Corporate Banking. If material, to provide context for the concentration
in loan and
 borrower characteristics, further clarify how you determine which
category to use. For
 example, we note technology companies appear to be borrowers in all
three
 categories, but it is unclear if the only distinguishing characteristic
for technology
 July 2, 2025
Page 2

 companies in the Venture Lending group is that they are VC-backed.
Alternatively, it
 is unclear if it is sufficient for them to meet the revenue and
profitability
 characteristics ("negative operating cash flows and no record of
profitability") without
 being VC-backed. It is also unclear if there are any technology
companies in the
 Specialty Finance or Corporate Banking groups that could be
"early-stage, growth-
 stage [or] late-stage technology companies."
Specialty Finance Division, page 103

2. We note the revised disclosure that you continue to shift the mix of
Venture Lending
 clients to a larger concentration of expansion and later stage venture
companies,
 "which are typically approaching or have achieved positive operating
cash flows." If
 material, please further clarify the extent of this trend by, for
example, providing an
 approximate percentage of Venture Lending clients that have achieved
positive
 operating cash flows as compared to the previous financial statement
period.
 Please contact John Spitz at 202-551-3484 or Cara Lubit at 202-551-5909
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Craig Miller
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 May 9, 2025

Mark D. Mordell
Chief Executive Offcier
Avidbank Holdings, Inc.
1732 North First Street
6th Floor
San Jose, CA 95112

 Re: Avidbank Holdings, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 11, 2025
 CIK No. 0001443575
Dear Mark D. Mordell:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration on Form S-1
Financial Performance & Positioning, page 3

1. We note your statement on page 3 that during 2023 you faced significant
challenges
 due to several high-profile bank failures but "quickly navigated these
challenges by
 implementing strategic measures to fortify our balance sheet and
maintain our clients
 confidence." Please revise to quantify the impact on growth and
profitability to
 provide context and further clarify the measures you implemented.
Growing Foundation of Core Deposits, page 10

2. We note your disclosure that brokered deposits totaled $70.8 million as
of December
 31, 2024, down from $96.1 million in 2023. However, you also disclose
that, due to
 May 9, 2025
Page 2

 exceeding the 20% cap on reciprocal deposits under FDIC regulations, an
additional
 $470 million of deposits were classified as brokered. Please revise your
disclosure to
 clarify the total amount of deposits classified as brokered under
applicable FDIC
 rules. Additionally, discuss the potential implication of these
classifications, if
 material, on your liquidity position. In this regard, please revise the
first risk factor on
 page 39 to quantify your qualifying reciprocal deposits as of the most
recent
 practicable date, which will provide context regarding the reference to
amounts that
 exceed the FDIC's 20% regulation.
Summary of Risk Factors, page 25

3. We note that your risk factors exceed 15 pages. Please revise the
summary risk factors
 to be no more than two pages. Refer to Item 105(b) of Regulation S-K.
Risk Factors
Our business and operations are concentrated in California, page 28

4. We note from your disclosure that a significant portion of your loan
portfolio is
 concentrated in the San Francisco Bay Area. Please revise your
disclosure to include a
 more detailed discussion of the risks associated with this geographic
concentration. In
 particular, consider discussing regional economic trends and declines in
commercial
 real estate values and office-occupancy that could materially impact
property values.
Our largest deposit relationships currently, page 39

5. We note your risk factor disclosure that your 10 largest deposit
relationships represent
 approximately $440 million or 23% of total deposits. Please revise here
or where
 appropriate to provide additional disclosure regarding these depositors,
such as
 whether they are concentrated in a particular industry or geography and
whether their
 deposit relationships are contractual or relationship based.
Management's Discussion and Analysis of Financial Condition
Results of Operations, page 71

6. We note the statement in Use of Proceeds that you may engage in
repositioning of a
 substantial portion of your available-for-sale securities portfolio.
Please revise to
 address the reasonably likely impact to your balance sheet. It appears
that it may
 reasonably likely result in a material event or uncertainty that is
reasonably likely to
 cause reported financial information not to be necessarily indicative of
future
 operating results or of future financial condition. See Item 303(a) of
Regulation S-K.
7. We note references to your low-cost of deposits and funding. Please
revise here or
 where appropriate to provide, in a tabular form, information regarding
average
 balances of loans and borrowings and effective interest yields and cost
of funds rates.
 To the extent material, clarify differences in costs among sources of
funding,
 including from the reciprocal deposit network and One-Way Buy deposits.
Loans, page 76

8. We note your disclosure on page 77 that Venture loans totaled $263.4
million as of
 December 31, 2024 and represented 14% of your total loan portfolio, and
that
 repayment of these loans may be dependent upon receipt by borrowers of
additional
 May 9, 2025
Page 3

 equity financing from venture firms or others, or in some cases, a
successful sale to a
 third party, public offering or other form of liquidity event. We further
note disclosure
 on page 69 that Venture loans are made to companies with modest or
negative cash
 flows and no established record of profitable operations. Please revise
your filing,
 where appropriate, to disclose in detail: (i) your origination policies
and procedures
 for your Venture loans; (ii) typical loan terms, including when receipt
of equity
 warrants may occur; and (iii) how you monitor the borrower s
performance and the
 collection of these loans subsequent to origination.
Risk Framework, page 87

9. We note the statement on page 4 that a key initiative started in 2023 was
bolstering
 your treasury management team, which was involved in responding to these
recent
 industry-wide deposit liquidity challenges. Please revise the ALCO
discussions on
 page 88, 90 or where appropriate to clarify whether and how the treasury
management
 team was made a part of the ALCO, and if not, how the treasury management
team's
 role relates to the ALCO. Additionally, clarify the steps you took in
2023 and 2024 to
 bolster the treasury management team.
Financial Performance & Positioning, page 93

10. We note your statement on page 13 and elsewhere that you reduced
uninsured
 deposits from 85% as of December 31, 2022 to 33% as of December 31, 2024
through
 expanded insurance solutions. However, we note your statement on page 93
that you
 decreased your uninsured deposits to 33% as of December 31, 2023. Please
reconcile
 these statements and also revise to describe the nature of your insurance
solutions, any
 material terms or limitations, associated costs, and any risks these
arrangements may
 present.
11. Please revise to clarify how in your experience "venture relationships
traditionally
 generate higher deposit balances relative to loan demand" and explain the
extent to
 which this impacts your risk profile. For example, please address
material impacts
 of Venture Lending, which appears to be approximately 16% of your loan
portfolio,
 contributing approximately 36% of your deposit funding.
12. Please revise here and page 15 or where appropriate to explain how you
define a
 "venture-backed technology" company. In this regard, it is unclear if the
venture-
 backed technology companies constitute all of your borrowers with
"negative cash
 flows and no established record of profitable operations."
Scalable Business Model and Expense Management, page 104

13. We note your statement that you "intend to selectively incorporate
artificial
 intelligence ( AI ) to enhance employee efficiency by automating
routine tasks and
 streamlining workflows." If material, revise to describe in greater
detail your specific
 plans to implement AI, including the anticipated timing and any material
steps you
 have already taken or plan to take toward implementation.
 May 9, 2025
Page 4

Business
Competition, page 107

14. We note the references to your venture lending and specialty finance
teams and how
 they compete nationally and in the Bay Area. Please revise to address
 your competitive position in these industries and clarify the methods of
competition.
Securities Ownership of Certain Beneficial Owners and Management, page 146

15. Please disclose the natural persons who have voting and dispositive
control over the
 shares owned by all entities listed as greater than 5% shareholders in
the
 beneficial ownership table.
 Please contact John Spitz at 202-551-3484 or Cara Lubit at 202-551-5909
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Craig Miller
</TEXT>
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