SEC Comment Letter 0000000000-23-012322 to Bancorp 34, Inc. (BCTF)
Bancorp 34, Inc.
Date: Nov. 10, 2023 · CIK: 0001668340 · Accession: 0000000000-23-012322
AI Filing Summary & Sentiment
File numbers found in text: 333-273901
Letter
United States securities and exchange commission logo November 9, 2023 James Crotty Chief Executive Officer Bancorp 34, Inc. 8777 E. Hartford Drive, Suite 100 Scottsdale, Arizona 85255 Re:Bancorp 34, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed on November 6, 2023 File No. 333-273901 Dear James Crotty: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration 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 registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 2, 2023 letter. Amendment No. 2 to Form S-4 filed November 6, 2023 Exclusive Forum Provision, page 249 1.We note your response to our prior comment 14 and reissue in part. We note that your forum selection provision identifies a state or federal court located within the state of Maryland for certain litigation, including any "derivative action." Please clarify if the exclusive forum provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and 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. Please also similarly revise under your risk factor "The Bancorp 34 articles of incorporation," at page 64.
FirstName LastNameJames Crotty Comapany NameBancorp 34, Inc. November 9, 2023 Page 2 FirstName LastName James Crotty Bancorp 34, Inc. November 9, 2023 Page 2 Signatures, page II-4 2.Please also include a signature for your controller or principal accounting officer. See Instruction 1 to Signatures, on Form S-4. If someone is signing in more than one capacity, indicate each capacity in which he signed. Please contact Sarmad Makhdoom at 202-551-5776 or Michael Henderson at 202-551- 3364 if you have questions regarding comments on the financial statements and related matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
November 9, 2023
James Crotty
Chief Executive Officer
Bancorp 34, Inc.
8777 E. Hartford Drive, Suite 100
Scottsdale, Arizona 85255
Re:Bancorp 34, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed on November 6, 2023
File No. 333-273901
Dear James Crotty:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration 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 registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 2, 2023 letter.
Amendment No. 2 to Form S-4 filed November 6, 2023
Exclusive Forum Provision, page 249
1.We note your response to our prior comment 14 and reissue in part. We note that your
forum selection provision identifies a state or federal court located within the state of
Maryland for certain litigation, including any "derivative action." Please clarify if the
exclusive forum provision applies to actions arising under the Securities Act or Exchange
Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder, and 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.
Please also similarly revise under your risk factor "The Bancorp 34 articles of
incorporation," at page 64.
FirstName LastNameJames Crotty
Comapany NameBancorp 34, Inc.
November 9, 2023 Page 2
FirstName LastName
James Crotty
Bancorp 34, Inc.
November 9, 2023
Page 2
Signatures, page II-4
2.Please also include a signature for your controller or principal accounting officer. See
Instruction 1 to Signatures, on Form S-4. If someone is signing in more than one capacity,
indicate each capacity in which he signed.
Please contact Sarmad Makhdoom at 202-551-5776 or Michael Henderson at 202-551-
3364 if you have questions regarding comments on the financial statements and related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance