SEC Comment Letter 0000000000-23-003992 to Southern California Bancorp \ CA (BCAL) (CIK 0001795815) (BCAL)
Southern California Bancorp \ CA (BCAL) (CIK 0001795815)
Date: April 20, 2023 · CIK: 0001795815 · Accession: 0000000000-23-003992
AI Filing Summary & Sentiment
File numbers found in text: 001-41684
Letter
United States securities and exchange commission logo April 20, 2023 David I. Rainer Chief Executive Officer Southern California Bancorp 12265 El Camino Real, Suite 210 San Diego, California 92130 Re:Southern California Bancorp Registration Statement on Form 10-12B Filed April 6, 2023 File No. 001-41684 Dear David I. Rainer: We have reviewed your filing 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments, we may have additional comments. Registration Statement on Form 10-12B General 1.Please disclose the status of your application to be listed on the Nasdaq Capital Market. In this regard we note your disclosure on page 117 that you have "applied and received approval to list [your] common stock on the Nasdaq Capital Market," as well as your disclosure on page 49 that such "listing is not guaranteed." Please revise for consistency or advise. 2.We note that it appears that you intend to list your common stock on the Nasdaq Capital Market under Section 12(b) of the Exchange Act. Please tell us the listing standard you intend to rely upon in listing your common stock and specifically confirm whether and how you meet Nasdaq's quantitative listing standards. In this regard, it does not appear that you are relying upon the direct listing standards, considering you have not filed a registration statement under the Securities Act of 1933.
FirstName LastNameDavid I. Rainer Comapany NameSouthern California Bancorp April 20, 2023 Page 2 FirstName LastName David I. Rainer Southern California Bancorp April 20, 2023 Page 2 Business Deposit Products, page 12 3.We note your response to our prior comment 9 and your revised disclosure. Please remove references to "expanded FDIC insurance" in this section and on page 54. 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. You may contact Shannon Davis at 202-551-6687 or Michael Volley at 202-551-3437 if you have questions regarding comments on the financial statements and related matters. Please contact Madeleine Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Josh Dean, Esq.
Show Raw Text
United States securities and exchange commission logo
April 20, 2023
David I. Rainer
Chief Executive Officer
Southern California Bancorp
12265 El Camino Real, Suite 210
San Diego, California 92130
Re:Southern California Bancorp
Registration Statement on Form 10-12B
Filed April 6, 2023
File No. 001-41684
Dear David I. Rainer:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10-12B
General
1.Please disclose the status of your application to be listed on the Nasdaq Capital Market.
In this regard we note your disclosure on page 117 that you have "applied and received
approval to list [your] common stock on the Nasdaq Capital Market," as well as your
disclosure on page 49 that such "listing is not guaranteed." Please revise for consistency
or advise.
2.We note that it appears that you intend to list your common stock on the Nasdaq Capital
Market under Section 12(b) of the Exchange Act. Please tell us the listing standard you
intend to rely upon in listing your common stock and specifically confirm whether and
how you meet Nasdaq's quantitative listing standards. In this regard, it does not appear
that you are relying upon the direct listing standards, considering you have not filed a
registration statement under the Securities Act of 1933.
FirstName LastNameDavid I. Rainer
Comapany NameSouthern California Bancorp
April 20, 2023 Page 2
FirstName LastName
David I. Rainer
Southern California Bancorp
April 20, 2023
Page 2
Business
Deposit Products, page 12
3.We note your response to our prior comment 9 and your revised disclosure. Please
remove references to "expanded FDIC insurance" in this section and on page 54.
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.
You may contact Shannon Davis at 202-551-6687 or Michael Volley at 202-551-3437 if
you have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Josh Dean, Esq.