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United States securities and exchange commission logo
August 3, 2021
Kent Landvatter
Chief Executive Officer
Finwise Bancorp
756 East Winchester
Suite 100
Murray, UT 84107
Re: Finwise Bancorp
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 30, 2021
File No. 333-257929
Dear Mr. Landvatter:
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 June
9, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Selected Financial Highlights, page 17
1. We note your selected
financial highlights presents preliminary unaudited consolidated
financial information
regarding your performance and financial condition as of and for the
three months ended June
30, 2021, but you have not included your interim unaudited
consolidated financial
statements for the three months ended June 30, 2021 as they are not
available. Please
revise to provide the following:
Please revise to
explain further why you can provide only partial and preliminary
financial
information at the time of the offering.
Please expand this
presentation to include addition narrative disclosure that explains
Kent Landvatter
Finwise Bancorp
August 3, 2021
Page 2
the underlying causes of the changes you identify including, but
not limited to,
explaining why:
o Total assets and total loans at June 30, 2021 declined when
loan originations for
the second quarter of 2021 increased;
o Net interest income, fee income and non-interest income
increased;
o Non-interest expense and the provision for income taxes
increased;
o Net interest margin increased when loans outstanding
decreased and deposits
increased (consider discussing rate versus volume changes);
and
o Your ROAA, ROAE and Efficiency ratios changed.
Description of Capital Stock
Forum Selection, page 157
2. We note that your forum selection provision identifies the state or
federal courts located in
the State of Utah as the exclusive forum for certain litigation,
including any derivative
action. Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. If so, please also state that there is
uncertainty as to
whether a court would enforce such provision. If the provision applies
to Securities Act
claims, please also state that investors cannot waive compliance with
the federal securities
laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If this provision does not apply to actions
arising under the
Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
the governing documents states this clearly, or tell us how you will
inform investors in
future filings that the provision does not apply to any actions
arising under the Securities
Act or Exchange Act.
3. The description of your forum selection provision on page 157, which
identifies the state
and federal courts in the State of Utah as the exclusive forum for
specified legal
proceedings, appears to be inconsistent with your disclosure on page 61,
which identifies
the states and federal courts located in Salt Lake County, Utah as the
exclusive forum for
specified legal proceedings. In addition, we note that Article IXX of
your fourth amended
and restated articles of incorporation filed as Exhibit 3.1 and Section
11.05 of your
amended and restated bylaws filed as Exhibit 3.2 identify the United
States District Court
for the District of Utah and any Utah state court sitting in Salt Lake
County, Utah. Please
FirstName LastNameKent Landvatter
ensure that the description of the exclusive forum provisions in the
registration statement
Comapany NameFinwise
is consistent Bancorp
with Article IXX of your articles of incorporation and
Section 11.05 of your
Augustbylaws.
3, 2021 Page 2
FirstName LastName
Kent Landvatter
FirstName LastNameKent Landvatter
Finwise Bancorp
Comapany
August NameFinwise Bancorp
3, 2021
August
Page 3 3, 2021 Page 3
FirstName LastName
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 Justin Dobbie, Legal Branch Chief,
at 202-551-
3469 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance