Correspondence 0001193125-24-132990 from FB Bancorp, Inc. /MD/ (FBLA) (CIK 0002013639) (FBLA)
FB Bancorp, Inc. /MD/ (FBLA) (CIK 0002013639)
Date: May 7, 2024 · CIK: 0002013639 · Accession: 0001193125-24-132990
AI Filing Summary & Sentiment
File numbers found in text: 333-277630
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance FB Bancorp, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 2, 2024 File No. 333-277630
Dear Mr. Arzonetti:
FB Bancorp, Inc. (the “Company”) is in receipt of the correspondence from the Securities and Exchange Commission (the “SEC”) dated May 7, 2024 related to the SEC’s review of the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”). Our responses to the comments are set forth below. For the convenience of the SEC Staff, we have repeated each comment in bold, followed by our response.
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.
The Prospectus Supplement has been revised in response to Staff’s comment.
Securities and Exchange Commission
Division of Corporate Finance
Office of Finance
May 7, 2024
Page 2 of
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.
Exhibit 99.5 has been revised in response to Staff’s comment.
* * *
The Company believes the foregoing provides a complete response to the Comment Letter. If you have questions regarding the foregoing or require any additional information, please feel free to contact me at mlevy@luselaw.com or (202) 274-2009.
Very truly yours,
/s/ 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 EMAIL (202) 274-2009 mlevy@luselaw.com May 7, 2024 VIA EDGAR Robert Arzonetti Securities and Exchange Commission Division of Corporation Finance Office of Finance Washington, D.C. 20549-3561 Re: FB Bancorp, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 2, 2024 File No. 333-277630 Dear Mr. Arzonetti: FB Bancorp, Inc. (the “Company”) is in receipt of the correspondence from the Securities and Exchange Commission (the “SEC”) dated May 7, 2024 related to the SEC’s review of the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”). Our responses to the comments are set forth below. For the convenience of the SEC Staff, we have repeated each comment in bold, followed by our response. 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. The Prospectus Supplement has been revised in response to Staff’s comment. Securities and Exchange Commission Division of Corporate Finance Office of Finance May 7, 2024 Page 2 of 2 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. Exhibit 99.5 has been revised in response to Staff’s comment. * * * The Company believes the foregoing provides a complete response to the Comment Letter. If you have questions regarding the foregoing or require any additional information, please feel free to contact me at mlevy@luselaw.com or (202) 274-2009. Very truly yours, /s/ Marc Levy Marc Levy cc: Christopher Ferris, FB Bancorp, Inc. John Spitz Katherine Garrett Todd Schiffman Thomas P. Hutton Lawrence M.F. Spaccasi