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United States securities and exchange commission logo
April 4, 2024
Brian North
Chief Executive Officer
Fifth District Bancorp, Inc.
4000 General DeGaulle Drive
New Orleans, Louisiana 70114
Re:Fifth District Bancorp, Inc.
Registration Statement on Form S-1
Filed March 8, 2024
File No. 333-277776
Dear Brian North:
            We have reviewed your registration statement and have the following comments.
            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.
Registration Statement on Form S-1
Cover Page
1.We note that the Fifth District Savings Bank 401(k) Plan is offering participation interests
of up to 1,178,310 shares of Fifth District Bancorp, Inc. Common Stock.  As such, please
include Fifth District Savings Bank 401(k) Plan as a co-registrant on the cover page.
2.Please disclose on the cover page, and as appropriate throughout the registration
statement, if your offering is contigent on receipt of certification to list on Nasdaq.
Risk Factors, page 13
3.Please add a separately captioned risk factor to address whether you face any material
litigation risks or discuss the potential risks that would occur should any lawsuits arise, or
advise.

 FirstName LastNameBrian North
 Comapany NameFifth District Bancorp, Inc.
 April 4, 2024 Page 2
 FirstName LastNameBrian North
Fifth District Bancorp, Inc.
April 4, 2024
Page 2
Future changes in interest rates could reduce our profits and asset values, page 14
4.Please address more specifically in this risk factor how the current interest rate
environment is currently affecting your business.
A worsening of economic conditions could reduce demand for our products and services, page
16
5.We note your disclosure that you " believe the current general economic conditions in
[y]our primary market area are healthy and stable". Please revise this risk factor to
discuss, as appropriate, the factors that impact the current New Orleans-Metairie
Metropolitan Statistical Area's real estate market. For instance, discuss if 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.  Discuss the risk of delinquencies in
this risk factor, or its own separate risk factor.
Our funding sources may prove insufficient to replace deposits at maturity and support our future
growth, page 17
6.We note your disclosure that "as a part of our liquidity management, we use a number of
funding sources in addition to core deposit growth and repayments and maturities of loans
and investments."  Please revise this risk factor to disclose what the funding sources you
refer to here consist of, for reader clarity.
Historical and Pro Forma Regulatory Capital Compliance, page 34
7.We note that your total risk-based capital of $84,771 and common equity Tier 1 risk-based
capital of $87,698 at December 31, 2023, as disclosed on page 34, appears to be
inconsistent with the amounts reflected in Note 10 on page F-36. Please advise or revise
your disclosure to correct these inconsistencies.
Comparison of Independent Valuation and Pro Forma Information with and without the
Charitable Foundation, page 41
8.You disclose on page 41 that more shares of Fifth District Bancorp common stock would
be sold in the stock offering if the charitable foundation is not established. However,
based on the first paragraph of the prospectus cover page, you disclose that you intend to
contribute shares of common stock to the charitable foundation in addition to the shares of
common stock offered for sale in the stock offering. Please clarify whether your estimated
offering amount would change without the establishment of the charitable foundation.
9.We note that the pro forma stockholders’ equity of $402,999, as indicated under the
column "Minimum of Offering Range Without Foundation,” does not appear to
recalculate as the difference between pro forma total assets and pro forma total liabilities.
Please revise or advise as appropriate.

 FirstName LastNameBrian North
 Comapany NameFifth District Bancorp, Inc.
 April 4, 2024 Page 3
 FirstName LastNameBrian North
Fifth District Bancorp, Inc.
April 4, 2024
Page 3

Average Balances and Yields, page 47
10.Please revise to disclose the average yield on all interest-earning assets and the average
rate paid on all interest-bearing liabilities. Refer to Item 1402(b)(4) of Regulation S-K.
Comparison of Operating Results for the Years Ended December 31, 2023 and 2022
Net Interest Income, page 49
11.We note that your net interest margin decreased to 2.25% for the year ended
December 31, 2023 from 2.87% for the year ended December 31, 2022, which you
attribute due to the rising interest rate environment. Please revise to expand your
discussion of the specific factors impacting the changes in your net interest margin. For
example, include separate discussion of changes due to average yield on interest-earnings
assets and liabilities, including changes due to the composition of deposits or increased
borrowings, if applicable.
Management's Discussion and Analysis
Managment of Market Risk, page 50
12.We note your disclosure here that "All directors participate in discussions during the
regular board meetings evaluating the interest rate risk inherent in our assets and
liabilities, and the level of risk that is appropriate."  Indicate whether the board sets
policies and guidelines for managing interest rate risk and if so, whether the changes
referenced in the first paragraph below each table on page 52 were within the limits of
such policies and guidelines.
Liquidity and Capital Resources, page 53
13.We note from your disclosure on page F-33 that the Bank had outstanding advances from
the Federal Home Loan Bank (FHLB) totaling $4,000,000 at December 31, 2023, which
were scheduled to mature January 8, 2024. Please revise your liquidity and capital
resources discussion to provide more explicit discussion of these advances, including
any activities and impacts on your liquidity position occurring subsequent to December
31, 2023.
Business of Fifth District
Competition, page 55
14.We note your disclosure regarding your competition on page 55. Discuss the extent to
which the ability to compete in your market is dependent on existing relationships.
            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.

 FirstName LastNameBrian North
 Comapany NameFifth District Bancorp, Inc.
 April 4, 2024 Page 4
 FirstName LastName
Brian North
Fifth District Bancorp, Inc.
April 4, 2024
Page 4
            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.
            Please contact Jee Yeon Ahn at 202-551-3673 or Robert Klein at 202-551-3847 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aisha Adegbuyi at 202-551-8754 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance