SecProbe.io

CORRESP
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filename1.htm

November
21, 2023

Securities
and Exchange Commission

Division
of Corporation Finance

Office of Finance

Attention:
Cara Lubit and Marc Thomas

  Re:
  OptimumBank
  Holdings, Inc.

  Form
  10-K for the Fiscal Year Ended December 31, 2022

Filed
March 6, 2023

  File
  No. 000-50755

Ladies
and Gentlemen:

On
behalf OptimumBank Holdings, Inc. (the “Company”), please accept this letter as the Company’s responses to the comments
of the staff (the “Staff”) of the Office of Finance, Division of Corporation Finance of the Securities and Exchange Commission
set forth in its letter dated November 17, 2023 (the “Comment Letter”), regarding the above-referenced Form 10-K. Each addressed
comment from the Comment Letter is restated below prior to the response to such comment.

1.
We note that total deposits grew significantly in 2022, and much of that growth appears to have been in time deposits during the latter
half of the year. Further, we note that you attribute the growth to efforts to reach new depositors and an online listing service. Please
tell us, and revise your disclosures in future filings to describe, the terms of the online listing service, including when you started
using the service, any fee terms associated with using it, and how that service correlated to the noted increase in time deposits during
the second half of 2022.

Response:
At December 31, 2021, the Company had no listing service time deposits on its balance sheet. As of that same date, it had $13.24 million
in retail time deposits. Such balances constituted the Company’s total time deposits as of that date.

At
December 31, 2022, retail time deposits had increased to $75.44 million. At that same date, the Company also had $164.54 million in listing
service time deposits on its balance sheet. Of that total, $121.92 million were obtained from QwickRate and $42.62 million from National
CD RateLine. Those listing service deposits represented 72.57% of the growth in the Company’s time deposits from December 31, 2021
to December 31, 2022.

The
Company commenced its relationships with QwickRate and National CD RateLine in June 2022. The Company pays QwickRate an annual fee of
$3,060 and National CD RateLine an annual fee of $3,440.

November
21, 2023

Page
2

2.
We note your disclosure on page 2 that you began participating as a member of the IntraFi Network in December 2022, which allowed the
Bank to offer depositors access to FDIC insurance well beyond the standard maximum of $250,000. Please address the following:

 ● Tell
                                            us, and clarify your disclosure in future filings, whether your participation with the IntraFi
                                            Network is related to the online listing service driving your deposit growth or whether it
                                            is a different service. In this regard, we note that some of the time deposit growth appears
                                            to have occurred before your participation with IntraFi.

Response:
The Company uses IntraFi Network’s reciprocal deposit program and not its one-way deposit program. As such, the Company’s
relationship with IntraFi Network is wholly unrelated to the growth in time deposits.

As
of December 31, 2022, the Company had no balances with or through the IntraFi Network. In January 2023, the Company placed $10 million
in existing deposits with IntraFi Network in order to provide increased deposit insurance to the Company’s customers. As part of
that transaction, the Company obtained $10 million in reciprocal deposits. This transaction did not result in growth in the amount of
deposits held by the Company.

 ● Expand
                                            your disclosures, in future filings, to provide more detail around these programs, including
                                            trends and quantification of changes in types of deposits associated with them and clarification
                                            of whether any are considered brokered deposits. Similarly, include discussion of these programs
                                            and types of deposits as part of your future liquidity and capital resources disclosures,
                                            such as those beginning on.

Response:
None of the deposits obtained from QwickRate, National CD RateLine, or IntraFi Network are considered brokered deposits. The Company
will provide in future filings more detail around those programs, including trends and quantification of changes in types of deposits
associated with them, such as whether they are considered brokered deposits. Similarly, the Company will include discussion of those
programs and types of deposits as part of future liquidity and capital resources disclosures.

We
thank you for your consideration of the foregoing. Please contact me should you have any additional questions or concerns.

  Sincerely,

  IGLER AND PEARLMAN, P.A.

  /s/ Richard Pearlman

  Richard
Pearlman

  cc:
  Joel Klein, Principal Financial Officer, OptimumBank Holdings, Inc.