SEC Comment Letter 0000000000-23-003575 to SR Bancorp, Inc. (SRBK) (CIK 0001951276) (SRBK)
SR Bancorp, Inc. (SRBK) (CIK 0001951276)
Date: April 11, 2023 · CIK: 0001951276 · Accession: 0000000000-23-003575
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File numbers found in text: 333-270489
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United States securities and exchange commission logo
April 10, 2023
William Taylor
Chief Executive Officer
SR Bancorp, Inc.
220 West Union Avenue
Bound Brook, New Jersey 08805
Re:SR Bancorp, Inc.
Registration Statement on Form S-1
Filed on March 13, 2023
File No. 333-270489
Dear William Taylor:
We have reviewed your 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed March 13, 2023
General
1.In light of recent market events and activities within the banking sector, please revise your
disclosures in the Business, Risk Factors, Management’s Discussion and Analysis and
Quantitative and Qualitative Disclosures about Market Risk sections, where appropriate,
to address any material impact these events and activities have had on both Somerset
Savings Bank, SLA's and Regal Bancorp, Inc.'s financial condition, operations, customer
base, liquidity, capital position and risk profile. For example, consider the need to further
expand your discussion of Somerset Savings Bank, SLA's and Regal Bancorp,
Inc.'s interest rate risk and asset/liability management policies and discuss any changes
management has undertaken in response to the recent events. If available, consider
supplementing your qualitative disclosure with additional quantitative details in order for
FirstName LastNameWilliam Taylor
Comapany NameSR Bancorp, Inc.
April 10, 2023 Page 2
FirstName LastName
William Taylor
SR Bancorp, Inc.
April 10, 2023
Page 2
an investor to understand changes to Somerset Savings Bank, SLA's and Regal Bancorp,
Inc.'s liquidity position, activities, trends and market driven impacts as of a more recent
date.
How We Intend to Use the Proceeds from the Stock Offering, page 38
2.We note the disclosure that SR Bancorp may use the proceeds it retains from the offering
for various purposes, such as to fund the proposed merger. Please approximate the
amount intended for each listed purpose. Refer to Item 504 of Regulation S-K. If
material amounts of other funds are necessary to accomplish the purposes for which the
proceeds are to be obtained, state the amounts of other funds needed for each such
specified purpose and the sources of such funds.
Continuing to leverage technology to maintain efficient operations and enhance customer
service, page 74
3.We note your disclosure that you have plans to add, among other services, tokenization.
Please explain what you mean by tokenization and describe the services you plan to add
that relate to tokenization. Please explain to us the steps you have already taken to add
tokenization and where you are in the process in terms of being able to provide such
services.
The Proposed Merger With Regal Bancorp, page 134
4.We note your response to comment 9 and re-issue. 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, or tell us why this
information is not material to investors.
FirstName LastNameWilliam Taylor
Comapany NameSR Bancorp, Inc.
April 10, 2023 Page 3
FirstName LastName
William Taylor
SR Bancorp, Inc.
April 10, 2023
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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 202-551-3465 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Marc Levy, Esquire