SEC Comment Letter 0000000000-24-006990 to EWSB Bancorp, Inc. /MD/ (CIK 0002013792) (EWSB)
EWSB Bancorp, Inc. /MD/ (CIK 0002013792)
Date: June 18, 2024 · CIK: 0002013792 · Accession: 0000000000-24-006990
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File numbers found in text: 333-277828
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United States securities and exchange commission logo
June 18, 2024
Charles D. Schmalz
Chief Executive Officer
EWSB Bancorp, Inc.
109 West Second Street
Kaukauna, WI 02492
Re:EWSB Bancorp, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 4, 2024
File No. 333-277828
Dear Charles D. Schmalz:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our May 2, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.We note the statement on page 20 that if your net worth ratio continues to be less than 6
percent, you may be required to adhere to a plan to correct the deficiency and be subject to
restrictions, including a prohibition on the payment of dividends. Please revise the
summary section and either revise the first risk factor on page 20 or add a new risk factor
to clarify that even if you raise the minimum amount in this offering, your net worth ratio
will continue to be below 6 percent. In addition, revise to clarify what amount you will
need to raise in this offering to have a net worth ratio above 6 percent.
Management's Discussion and Analysis of Financial Condition, page 46
2.Please revise this section to discuss all material actions that management has begun to
implement the business changes and plans discussed on page 98. Revise the disclosure to
FirstName LastNameCharles D. Schmalz
Comapany NameEWSB Bancorp, Inc.
June 18, 2024 Page 2
FirstName LastName
Charles D. Schmalz
EWSB Bancorp, Inc.
June 18, 2024
Page 2
state whether management believes their efforts to implement the plan remain on track
and the extent that this offering is necessary to implement the plan. To the extent that the
plans rely on raising at least a specific amount of funds in this offering, for instance at the
midpoint, clarify that minimum and whether management has any other additional sources
of funding available.
Management of Market Risk, page 59
3.We note your response to comment 2. Please either provide cross-references to other
sections in the filing or revise your disclosure in the first paragraph on page 62 to explain
what you mean by your statement that the "[b]ank has developed a plan to reduce its
interest rate exposure."
Please contact Shannon Davis at 202-551-6687 or Ben Phippen at 202-551-3697 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Zachary A. Davis, Esq.