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United States securities and exchange commission logo
April 9, 2024
Peter V. Gioffe
Director, President and CEO
Delhi Bank Corp.
124 Main Street
Delhi, NY 13753
Re:Delhi Bank Corp.
Post-Qualification Amendment to Offering Statement on Form 1-A
Filed March 13, 2024
File No. 024-10818
Dear Peter V. Gioffe:
             We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. 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 any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Post-Qualification Amendment to Offering Statement on Form 1-A
Risk Factors
Our business is subject to interest rate risk, page 3
1.Revise this risk factor to discuss how recent changes in interest rates have impacted your
business. For instance, we note that you have experienced a significant outflow of
deposits, particularly non-interest bearing deposits, which has impacted your net interest
margin. We also note that you identified an unrecognized loss on your securities
portfolio.

 FirstName LastNamePeter V. Gioffe
 Comapany NameDelhi Bank Corp.
 April 9, 2024 Page 2
 FirstName LastName
Peter V. Gioffe
Delhi Bank Corp.
April 9, 2024
Page 2
Our Business
Lending Activity, page 23
2.We note your disclosure on page 24 that you engage in multi-family lending. If a material
percentage of you multi-family loans are secured by properties covered by rent-
stabilization or other provisions, revise your disclosure to provide a disaggregation of your
multi-family portfolio and the portion secured by rent-stabilized properties. Consider
revising your risk factor disclosure depending on your response.
Liquidity Management, page 40
3.We note your disclosure on page 33 stating that the Bank experienced a significant
increase in overnight borrowings due to the decrease in deposit balances during 2023, as
well as your disclosure on page 40 that you have an Asset/Liability Committee. Please
revise your disclosures for the following:
•Further describe the Bank’s processes for monitoring liquidity and/or interest rate
risk, including a description of how the Bank’s corporate governance policies and
procedures seek to manage risk. For example, discuss the information provided to the
Asset/Liability Committee to manage the Bank's interest rate risk and how it is used.
•Provide clear disclosure of the Bank's overnight borrowings, including any terms and
the interest rate paid on the borrowings, as part of your liquidity management and
their related impact on your net interest margin.
•In regards to the decrease in deposit balances, discuss the factors driving the change
and the effects such deposit changes have on the bank’s liquidity and funding costs.
For example, disclose the types of deposits where the decrease was impacted and
discuss any changes in the overall composition (e.g., decrease in savings, increase in
time, etc.) of your deposits and how it impacts your liquidity, funding costs and net
interest margin.
4.Please revise your disclosure to provide a complete discussion, including quantitative
information, of the Bank's available sources of liquidity. As an example, consider
including tabular disclosure summarizing the total borrowing capacity by type (e.g.,
Federal Home Loan bank borrowings, etc.) less borrowings outstanding to arrive at
remaining capacity, and then adding in others sources of liquidity, such as cash, securities,
etc. to arrive at total available liquidity.
            We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering. If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.

 FirstName LastNamePeter V. Gioffe
 Comapany NameDelhi Bank Corp.
 April 9, 2024 Page 3
 FirstName LastName
Peter V. Gioffe
Delhi Bank Corp.
April 9, 2024
Page 3

            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.
            Please contact Victor Cecco at 202-551-2064 or Robert Klein at 202-551-3847 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-551-3419 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Evan A. Toebbe, Esq.