Correspondence 0001193125-23-164418 from SR Bancorp, Inc. (SRBK) (CIK 0001951276) (SRBK)
SR Bancorp, Inc. (SRBK) (CIK 0001951276)
Date: June 9, 2023 · CIK: 0001951276 · Accession: 0001193125-23-164418
AI Filing Summary & Sentiment
File numbers found in text: 333-270489
Referenced dates: April 10, 2023
Letter
Division of Corporation Finance Office of Finance Washington, D.C. 20549 Re: SR Bancorp, Inc. Registration Statement on Form S-1 filed March 13, 2023 File No. 333-270489
Dear Ms. Mateo:
On behalf of SR Bancorp, Inc. (“SR Bancorp”), we are hereby transmitting SR Bancorp’s amended Registration Statement on Form S-1 and responses to the Staff’s comments set forth in your letter dated April 10, 2023 on SR Bancorp’s Registration Statement on Form S-1 filed on March 13, 2023. The amended Registration Statement on Form S-1 has been blacklined to reflect changes from SR Bancorp’s March 13, 2023 filing.
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 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.
LUSE GORMAN, PC
Madeleine Mateo
Division of Corporation Finance
Office of Finance
June 9, 2023
Page
Response: The requested disclosure has been added to two new sections of the Prospectus: “Recent Developments: Somerset Savings Bank, SLA” and “Recent Developments: Regal Bancorp, Inc.”
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.
Response: The disclosure has been revised to state that SR Bancorp will use the proceeds to assist in funding the proposed merger with Regal Bancorp, Inc.
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.
Response: The requested disclosure has been added to the section: “Business Strategy—Continuing to leverage technology to maintain efficient operations and enhance customer service.”
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.
Response: The requested disclosure has been added in a new section of the Prospectus: “The Proposed Merger with Regal Bancorp—Background of the Merger.”
LUSE GORMAN, PC
Madeleine Mateo
Division of Corporation Finance
Office of Finance
June 9, 2023
Page
If you have any questions, please contact the undersigned.
Very truly yours,
Marc Levy
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CORRESP 1 filename1.htm CORRESP LUSE GORMAN, PC ATTORNEYS AT LAW 5335 WISCONSIN AVENUE, N.W., SUITE 780 WASHINGTON, D.C. 20015 TELEPHONE (202) 274-2000 FACSIMILE (202) 362-2902 www.luselaw.com WRITER’S DIRECT DIAL NUMBER WRITER’S E-MAIL (202) 274-2009 mlevy@luselaw.com June 9, 2023 Madeleine Mateo Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: SR Bancorp, Inc. Registration Statement on Form S-1 filed March 13, 2023 File No. 333-270489 Dear Ms. Mateo: On behalf of SR Bancorp, Inc. (“SR Bancorp”), we are hereby transmitting SR Bancorp’s amended Registration Statement on Form S-1 and responses to the Staff’s comments set forth in your letter dated April 10, 2023 on SR Bancorp’s Registration Statement on Form S-1 filed on March 13, 2023. The amended Registration Statement on Form S-1 has been blacklined to reflect changes from SR Bancorp’s March 13, 2023 filing. 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 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. LUSE GORMAN, PC Madeleine Mateo Division of Corporation Finance Office of Finance June 9, 2023 Page 2 Response: The requested disclosure has been added to two new sections of the Prospectus: “Recent Developments: Somerset Savings Bank, SLA” and “Recent Developments: Regal Bancorp, Inc.” 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. Response: The disclosure has been revised to state that SR Bancorp will use the proceeds to assist in funding the proposed merger with Regal Bancorp, Inc. 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. Response: The requested disclosure has been added to the section: “Business Strategy—Continuing to leverage technology to maintain efficient operations and enhance customer service.” 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. Response: The requested disclosure has been added in a new section of the Prospectus: “The Proposed Merger with Regal Bancorp—Background of the Merger.” LUSE GORMAN, PC Madeleine Mateo Division of Corporation Finance Office of Finance June 9, 2023 Page 3 If you have any questions, please contact the undersigned. Very truly yours, Marc Levy cc: Shannon Davis, Securities and Exchange Commission William Schroeder, Securities and Exchange Commission Susan Block, Securities and Exchange Commission Christopher Pribula, President and Chief Operating Officer, Somerset Savings Bank John Gorman, Esq., Luse Gorman, PC