SEC Comment Letter 0000000000-24-005161 to FB Bancorp, Inc. /MD/ (FBLA) (CIK 0002013639) (FBLA)
FB Bancorp, Inc. /MD/ (FBLA) (CIK 0002013639)
Date: May 7, 2024 · CIK: 0002013639 · Accession: 0000000000-24-005161
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File numbers found in text: 333-277630
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United States securities and exchange commission logo
May 7, 2024
Christopher Ferris
President and CEO
FB Bancorp, Inc.
353 Carondelet Street
New Orleans, Louisiana 70130
Re:FB Bancorp, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 2, 2024
File No. 333-277630
Dear Christopher Ferris:
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.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1. Please also revise your disclosure on the front
page of the Prospectus Supplement for Fidelity Bank 401(k) Retirement Plan to include
language that the offering is not contingent on receipt of certification to list on Nasdaq.
Exhibit 99.5, page II-3
2.Reference is made to the "Acknowledgement" in paragraph 10. Please remove the
statement, "I have read the terms and conditions described in the Prospectus..."
An investor is not required to read the prospectus. In addition, in the second paragraph of
the Section 10 Acknowledgement at the end of the form, you may encourage an investor
to review the prospectus, however, please revise to remove any inference that the investor
is required to review the prospectus.
FirstName LastNameChristopher Ferris
Comapany NameFB Bancorp, Inc.
May 7, 2024 Page 2
FirstName LastName
Christopher Ferris
FB Bancorp, Inc.
May 7, 2024
Page 2
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.
Please contact Katharine Garrett at 202-551-2332 or John Spitz at 202-551-3484 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Todd Schiffman at 202-551-3491 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Thomas P. Hutton