SEC Comment Letter 0000000000-22-012685 to SR Bancorp, Inc. (SRBK) (CIK 0001951276) (SRBK)
SR Bancorp, Inc. (SRBK) (CIK 0001951276)
Date: Nov. 22, 2022 · CIK: 0001951276 · Accession: 0000000000-22-012685
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo November 22, 2022 William Taylor Chief Executive Officer SR Bancorp, Inc. 220 West Union Avenue Bound Brook, New Jersey 08805 Re:SR Bancorp, Inc. Draft Registration Statement on Form S-1 Submitted on October 28, 2022 CIK No. 0001951276 Dear William Taylor: We have reviewed your draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 submitted October 28, 2022 Cover Page 1.We note your disclosure on page 13 that generally, no individual may purchase more than 25,000 shares of common stock. Please add this maximum purchase amount to the cover page of the prospectus. Summary, page 1 2.Refer to page 141. We note your disclosure that all depositors have voting rights in Somerset Savings Bank as to all matters requiring depositor action and that upon completion of the conversion depositors will cease to have any voting rights. Please disclose this in the summary section or include a cross reference to this section.
FirstName LastNameWilliam Taylor Comapany NameSR Bancorp, Inc. November 22, 2022 Page 2 FirstName LastNameWilliam Taylor SR Bancorp, Inc. November 22, 2022 Page 2 3.We note that your business strategy includes leveraging the residential lending expertise of Somerset Savings Bank and the commercial lending expertise of Regal Bank to pursue new opportunities to increase lending in your primary market area and expand its existing loan relationship. Please balance the discussion by disclosing the added risks of such lending, as disclosed on pages 22-24. Risk Factors The geographic concentration of our loan portfolio and lending activities, page 21 4.Please disclose whether your local market area has experienced any material declines in real estate values during the last year or a material increase in the number of foreclosures. Please make conforming changes for the risk factor starting with “[a]lmost all of our loans are secured by real estate…” on page 22. Changes in interest rates or the shape of the yield curve, page 21 5.Please expand your discussion of interest rates to specifically identify the impact of rate increases on your operations and how your business has been affected. We are an emerging growth company, page 28 6.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 as long as you are a smaller reporting company. Please make conforming changes throughout the registration statement as applicable. Comparison of Financial Condition at June 30, 2022 and June 30, 2021, page 65 7.In the last sentence on page 65, please clarify, if true, that the "$5.6 increase in accumulated other comprehensive lost” means millions. Directors of Somerset Savings Bank and SR Bancorp, page 107 8.We note your disclosure on page 157 that your board of directors will be divided into three classes. Please revise this section to reflect this information. Please also disclose what directors will serve in each class and the period of time for each class to serve on the board. The Merger with Regal Bancorp, page 125 9.Please discuss material aspects of the background of the transaction, including who initiated discussions, whether the registrant considered other targets and, if so, a summary of the discussions, why the registrant chose this target, whether the registrant considered other transaction structures and, if so, why the registrant chose to proceed with a merger.
FirstName LastNameWilliam Taylor Comapany NameSR Bancorp, Inc. November 22, 2022 Page 3 FirstName LastName William Taylor SR Bancorp, Inc. November 22, 2022 Page 3 List of Exhibits, page II-3 10.You state that certain exhibits listed in the exhibit index are denoted by an asterisk “to be filed supplementally.” Please clarify in the exhibit index that these exhibits will be filed by amendment. You may contact Shannon Davis at 202-551-6687 or William Schroeder at 202-551- 3294 if you have questions regarding comments on the financial statements and related matters. Please contact Madeleine Mateo at 202-957-9365 or J. Nolan McWilliams, Acting Legal Branch Chief, at 202-551-3217 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Marc Levy, Esquire
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United States securities and exchange commission logo
November 22, 2022
William Taylor
Chief Executive Officer
SR Bancorp, Inc.
220 West Union Avenue
Bound Brook, New Jersey 08805
Re:SR Bancorp, Inc.
Draft Registration Statement on Form S-1
Submitted on October 28, 2022
CIK No. 0001951276
Dear William Taylor:
We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted October 28, 2022
Cover Page
1.We note your disclosure on page 13 that generally, no individual may purchase more than
25,000 shares of common stock. Please add this maximum purchase amount to the cover
page of the prospectus.
Summary, page 1
2.Refer to page 141. We note your disclosure that all depositors have voting rights in
Somerset Savings Bank as to all matters requiring depositor action and that upon
completion of the conversion depositors will cease to have any voting rights. Please
disclose this in the summary section or include a cross reference to this section.
FirstName LastNameWilliam Taylor
Comapany NameSR Bancorp, Inc.
November 22, 2022 Page 2
FirstName LastNameWilliam Taylor
SR Bancorp, Inc.
November 22, 2022
Page 2
3.We note that your business strategy includes leveraging the residential lending expertise
of Somerset Savings Bank and the commercial lending expertise of Regal Bank to pursue
new opportunities to increase lending in your primary market area and expand its existing
loan relationship. Please balance the discussion by disclosing the added risks of such
lending, as disclosed on pages 22-24.
Risk Factors
The geographic concentration of our loan portfolio and lending activities, page 21
4.Please disclose whether your local market area has experienced any material declines in
real estate values during the last year or a material increase in the number of foreclosures.
Please make conforming changes for the risk factor starting with “[a]lmost all of our loans
are secured by real estate…” on page 22.
Changes in interest rates or the shape of the yield curve, page 21
5.Please expand your discussion of interest rates to specifically identify the impact of rate
increases on your operations and how your business has been affected.
We are an emerging growth company, page 28
6.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 as long as you are a smaller reporting
company. Please make conforming changes throughout the registration statement as
applicable.
Comparison of Financial Condition at June 30, 2022 and June 30, 2021, page 65
7.In the last sentence on page 65, please clarify, if true, that the "$5.6 increase in
accumulated other comprehensive lost” means millions.
Directors of Somerset Savings Bank and SR Bancorp, page 107
8.We note your disclosure on page 157 that your board of directors will be divided into
three classes. Please revise this section to reflect this information. Please also disclose
what directors will serve in each class and the period of time for each class to serve on the
board.
The Merger with Regal Bancorp, page 125
9.Please discuss material aspects of the background of the transaction, including
who initiated discussions, whether the registrant considered other targets and, if so, a
summary of the discussions, why the registrant chose this target, whether the registrant
considered other transaction structures and, if so, why the registrant chose to proceed with
a merger.
FirstName LastNameWilliam Taylor
Comapany NameSR Bancorp, Inc.
November 22, 2022 Page 3
FirstName LastName
William Taylor
SR Bancorp, Inc.
November 22, 2022
Page 3
List of Exhibits, page II-3
10.You state that certain exhibits listed in the exhibit index are denoted by an asterisk “to be
filed supplementally.” Please clarify in the exhibit index that these exhibits will be filed
by amendment.
You may contact Shannon Davis at 202-551-6687 or William Schroeder at 202-551-
3294 if you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Mateo at 202-957-9365 or J. Nolan McWilliams, Acting
Legal Branch Chief, at 202-551-3217 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Marc Levy, Esquire