View:
United States securities and exchange commission logo
June 9, 2021
Kent Landvatter
Chief Executive Officer
Finwise Bancorp
756 East Winchester
Suite 100
Murray, UT 84107
Re: Finwise Bancorp
Draft Registration
Statement on Form S-1
Submitted May 13,
2021
CIK No. 0001856365
Dear Mr. Landvatter:
We have reviewed your draft 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 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 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Implications of Being an Emerging Growth Company, page i
1. Please provide us with
copies of all written communications, as defined in Rule 405 under
the Securities Act,
that you, or anyone authorized to do so on your behalf, present to
potential investors in
reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the
communications.
Prospectus Summary, page 1
2. Please disclose here
the percentage of your issued and outstanding shares of common
stock held by your
executive officers and directors in the aggregate and the percentage of
Kent Landvatter
FirstName LastNameKent Landvatter
Finwise Bancorp
Comapany
June 9, 2021NameFinwise Bancorp
June 9,
Page 2 2021 Page 2
FirstName LastName
issued and outstanding shares of common stock held by the BFG owners.
Our History, page 3
3. Please disclose here (i) the number of warrants issued to the BFG
owners in 2020, (ii) a
brief summary of the terms of the warrants and (iii) the percentage of
your common stock
that the BFG owners will hold if all of the warrants are exercised. In
addition, please
disclose here that the 10% membership interest you acquired in BFG is
comprised of
Class A Voting Units representing approximately 5.0% of the aggregate
membership
interests of BFG and Class B Non-Voting Units representing
approximately 5.0% of the
aggregate membership interests of BFG.
Our Business Model, page 4
4. We note your disclosure on page 4 that your Strategic Programs not
only focus on prime
borrowers but also expand your product reach to populations that have
historically had
challenges accessing credit. Please revise here to include
quantitative information to
describe the borrowers that are eligible for a loan pursuant to your
Strategic Programs,
including, if relevant, a range of FICO scores. Similarly, we note
your disclosure on page
7 that your consumer lending via your POS Lending Program targets
prime and near-
prime borrowers. Please clarify here what you consider to be prime and
near-prime
borrowers by including quantitative information such as a range of
FICO scores. In
addition, for each of the lending programs disclosed on pages 6 and 7,
please disclose here
a range of the loans offered in each program, a range of the interest
rates of these loans,
and a range of the terms of these loans.
Use of Proceeds, page 61
5. We note your disclosure that you have no current specific plan for the
proceeds from this
offering. Please discuss the principal reasons for the offering
pursuant to Item 504 of
Regulation S-K.
Business, page 66
6. Please disclose the material terms of your agreements with BFG related
to receiving
loan referrals, and file this agreement as an exhibit to your
registration statement.
Alternatively, please tell us why you believe this is unnecessary.
Strategic Programs, page 86
7. Please disclose the term of your agreements with the Behalf, OppFi,
Liberty Lending,
LendingPoint, American First Finance, Elevate, Upstart, Mulligan
Funding and Great
American Finance and any renewal provisions.
Kent Landvatter
Finwise Bancorp
June 9, 2021
Page 3
Consolidated Financial Statements
Note 9 - Investment in Business Funding Group, LLC, page F-22
8. You disclose that the fair value of warrants issued in this
transaction was determined by a
third-party valuation firm. Please revise your filing to name this
valuation firm and
provide their consent. Otherwise, to the extent you determined the
value of these
warrants and considered or relied in part upon the report of this
valuation firm, revise your
disclosure accordingly. See Question 141.02 of the Compliance and
Disclosure
Interpretations for Securities Act Sections.
Exhibits
9. Please file the agreements executed in connection with the BFG
Transactions disclosed on
pages 141 and 142 or tell us why you believe this is unnecessary.
You may contact Bonnie Baynes at 202-551-4924 or Mark Brunhofer at
202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Susan Block at 202-551-3210 with
any other
questions.
FirstName LastNameKent Landvatter Sincerely,
Comapany NameFinwise Bancorp
Division of
Corporation Finance
June 9, 2021 Page 3 Office of
Finance
FirstName LastName