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United States securities and exchange commission logo





                              June 7, 2021

       Anthony Leo
       Chief Executive Officer
       BayFirst Financial Corp.
       700 Central Avenue
       St. Petersburg, FL 33701

                                                        Re: BayFirst Financial
Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed May 11, 2021
                                                            File No. 333-256009

       Dear Mr. Leo:

              We have reviewed your 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.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   Please revise the
prospectus cover page to provide the pricing information for the offered
                                                        securities, including
the common stock and the warrants. See Item 501(b)(3) of
                                                        Regulation S-K.
       Risk Factors
       We are an emerging growth company, and the reduced disclosure
requirements..., page 20

   2.                                                   We note disclosure on
page ii that you intend to avail yourselves of the extended transition
                                                        period for applying new
or revised accounting standards. Please revise your risk factor to
                                                        disclose that, as a
result of this election, your financial statements may not be comparable
                                                        to companies that
comply with public company effective dates. In addition, please revise
 Anthony Leo
FirstName  LastNameAnthony   Leo
BayFirst Financial Corp.
Comapany
June 7, 2021NameBayFirst Financial Corp.
June 7,
Page 2 2021 Page 2
FirstName LastName
         your filing to provide a similar statement in your critical accounting
policy disclosures.
3.       Since you are also a smaller reporting company, please add a separate
risk factor
         disclosing that even if you no longer qualify as an emerging growth
company, you may
         still be subject to reduced reporting requirements so long as you are
a smaller reporting
         company.
No Proceeds, page 22

4.       Please disclose your use of proceeds, if any, that you may receive
from those selling
         stockholders who exercise their warrants.
Business, page 26

5.       Please revise to disclose the criteria used to underwrite your loans
and lines of credit for
         each portfolio, including loan to value standards.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
32

6.       Please revise to include a discussion of your critical accounting
policies that require
         significant judgments, assumptions and estimates and that may have a
material impact on
         your financial condition and results of operations and on the
comparability of reported
         information over different reporting periods. Refer to SEC Release No.
33-8350.
Loan Portfolio Composition, page 34

7.       Please revise to disclose the geographic composition of your loan
portfolio for each period
         presented.
Management
Non-Director Management, page 51

8.       Please disclose the business experience over the last five years for
each of your executive
         officers and/or director nominees. For example, revise the disclosure
on Mr. Benner's
         experience to include his occupation/business experience between
leaving 1st Manatee
         Bank in 2016 to joining the Bank in August 2018. Also revise to
disclose Ms. Jaber's
         occupation before joining the Company in 2017 and to include the year
Mr. Zernick
         joined the Company and to cover each of the past five years of his
business experience.
         Refer to Item 401(e) of Regulation S-K.
Principal and Registered Stockholders, page 63

9.       We note the row in the table for "Other Registered Stockholders."
Please revise to name
         these selling stockholders individually and disclose the amount of
securities to be offered
         for each stockholder's account as well as the amount and (if one
percent or more) the
         percentage of the class to be owned by such stockholder after
completion of the offering.
 Anthony Leo
FirstName  LastNameAnthony   Leo
BayFirst Financial Corp.
Comapany
June 7, 2021NameBayFirst Financial Corp.
June 7,
Page 3 2021 Page 3
FirstName LastName
         Refer to Item 507 of Regulation S-K.
10.      Please disclose any position, office or other material relationship
that any selling
         stockholder has had within the past three years with you or any of
your predecessors or
         affiliates. For each selling stockholder that is not a natural person,
disclose Item 507
         information about any persons (entities or natural persons) who have
control over the
         selling entity, including such person   s identity and the nature of
such person   s material
         relationship. See Item 507 of Regulation S-K. For additional guidance,
see Question
         140.02 of our Regulation S-K Compliance and Disclosure
Interpretations.
11.      Please revise to describe the transactions in which the selling
stockholders acquired their
         shares, including the dates of the transactions and the amount of
consideration paid. If the
         transactions occurred within the last three years and were
unregistered, please include
         disclosure responsive to Item 701 of Regulation S-K.
Consolidated Statements of Income, page F-5

12.      It appears that each of the components of the    residential loan fee
income    line item on
         the income statement exceeds one percent of the aggregate of total
interest income and
         other income. Please refer to Rule 9-04 of Regulation S-X and either
revise to
         disaggregate this line item on the face of the income statement or
explain to us how you
         determined that it was not necessary to disaggregate this line item.
Exhibits

13.      We note that your Warrant Agreement filed as exhibit 4.4 includes an
exclusive forum
         provision in Section 8.3. Please revise your filing to address the
following:
             include a detailed discussion of this provision, including how it
may impact investors
             and any material risks arising therefrom, as applicable;
             include disclosure regarding any questions as to enforceability
under federal and state
             law and
             disclose whether this provision applies to claims under the
Securities Act and/or the
             Exchange Act.

         We may have further comments based on your revisions.
14.      The legality opinion filed as Exhibit 5.1 states that the Warrants
have been validly
         issued, are fully paid, and are nonassessable." Please file a revised
legality opinion that
         opines on whether the Warrants are a binding obligation of the company
under the law of
         the jurisdiction governing the warrant agreement. For guidance, please
refer to Section
         II.B.1.f. of Staff Legal Bulletin 19.
General

15.      Because of the size and nature of the transaction being registered
compared to the number
         of your outstanding shares held by non-affiliates, it is unclear
whether the transaction
         should be viewed as a secondary offering eligible to be made on a
shelf basis under Rule
 Anthony Leo
BayFirst Financial Corp.
June 7, 2021
Page 4
         415(a)(1)(i) or a primary, at-the-market offering being made pursuant
to Rule 415(a)(4) of
         the Securities Act. Please provide a detailed legal analysis regarding
why the offering
         should not be viewed as an indirect, primary transaction and why the
selling stockholders
         should not be viewed as underwriters. Refer to Interpretation 612.09
in our Securities Act
         Rules Compliance and Disclosure Interpretations, available on our
website. Note that we
         may have additional comments on your analysis and may request
additional disclosure
         upon review of your response.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact William Schroeder at (202) 551-3294 or Benjamin Phippen
at (202)
551-3697 if you have questions regarding comments on the financial statements
and related
matters. Please contact Jessica Livingston at (202) 551-3448 or David Lin at
(202) 551-3552
with any other questions.



FirstName LastNameAnthony Leo                                 Sincerely,
Comapany NameBayFirst Financial Corp.
                                                              Division of
Corporation Finance
June 7, 2021 Page 4                                           Office of Finance
FirstName LastName
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