SecProbe.io

October 23, 2024
Michael Ring
Chief Executive Officer
Old Glory Holding Company
3401 NW 63rd St., Suite 600
Oklahoma City, OK 73116
Re:Old Glory Holding Company
Offering Statement on Form 1-A
Filed September 27, 2024
File No. 024-12512
Dear Michael Ring:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this letter, we may have additional comments.
Offering Statement on Form 1-A
General
1.We note that the consent in Exhibit 11.1 appears to be issued by Eide Bailly LLP, but
the signature line also references Bonadio & Co., LLP. Please explain to us Bonadio's
role, if any, or revise your exhibit.
2.We note your disclosure that you will offer shares via the website
own.oldglorybank.com. Please disclose how your website meets the requirements
of Rule 255(b) of Regulation A or revise your website. Also, file your test the waters
materials as an exhibit. See Item 17 of Part III of Form 1-A.
3.We note in paragraph two of the subscription agreement you state, "[y]ou
acknowledge that you have read, understand and agree to the terms and conditions,
privacy policy and disclaimers on the Portal." Please supplementally provide the staff
with screen shots of the entire Portal as it will look to a subscriber.
4.Please update Item 1 of Form 1-A to be consistent with disclosure in the offering
circular.

October 23, 2024
Page 2
Cover Page
5.Please disclose on the cover page that there is substantial doubt about your ability
to continue as a going concern. Please include a cross-reference to the going concern
disclosure on page 61 in the offering circular.
Important Information About This Offering Circular, page 1
6.We note your statement that "...as [you] have material developments, [you] will
provide an Offering Circular supplement that may add, update or change information
contained in this Offering Circular." Please revise your disclosure to state that you
will update your offering circular via a post-qualification amendment or supplement,
depending on the facts and circumstances at the time of the change. Refer to Rule
252(f)(2)(ii) and Rule 253(g)(2) of Regulation A.
Forward Looking Statements, page 2
7.We note your statement that the report includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and the Securities
Act of 1933. Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934 expressly state that the safe harbor for forward looking
statements does not apply to statements made by companies that are not reporting
companies under section 13(a) or 15(d) of the Securities Exchange Act. Please revise
to delete any references to the Private Securities Litigation Reform Act; or make clear,
each time you refer to the Private Securities Litigation Reform Act, that the safe
harbor does not apply to you.
8.We note your statement in relation to your projections that you "...undertake no
obligation to update or or revise these forward looking statements to reflect events or
circumstances that arise after the date effective or to reflect the occurrence of
unanticipated events.” Please tell us the basis for your apparent belief that you can
limit your obligation to update your prospectus in this manner. In particular, this
assertion does not appear consistent with the requirements of Rule 252(f)(2)(ii) and
Rule 253(g)(2) of Regulation A and your proposed use of the prospectus over a period
of time in connection with a continuous offering of shares.
Summary of This Offering Circular, page 4
9.Please revise the summary to balance your disclosure by also including your net
losses for the two most recent audited periods.
We note various subjective, conclusory references throughout the filing to your
expertise, best-in class and industry-leading position, including:
•"best-in-class mobile banking and financial services solutions to individuals and
businesses";
•"positioned to be the dominant financial services platform for its audience of
freedom loving patriots";
•"industry-best mobile banking platform for both consumers and businesses";
•"open more new accounts each day than typical banks of our size open in a
month"; and10.

October 23, 2024
Page 3
•"...Old Glory Bank’s growth and profitability prospects are tremendous".

Please provide support for these statements, and disclose the measure by which
you determined your competitive position. If any of these statements
are based upon management's belief, please indicate that this is the case.
11.We note your statement that "[you] will never cancel, or de-bank, [y]our law-abiding
customers, and [you] will always protect the privacy of [y]our law-abiding
customers." Please revise your disclosure to clarify the meaning of this
statement including:
•How your policy for canceling or de-banking customers differs from that of other
banks; and
•Any additional steps you take to protect the privacy of your customers beyond
what is normally done by banks.
12.Please clarify what is meant by “[you] De-Commoditized Banking by bringing a
brand and value set to generic banking, so that customers would have a reason to
select a bank, other than based on geographic location.”
13.Please clarify what is meant by “Old Glory Bank is purpose-driven with values that
customers love. No ESG or Social Credit Score at Old Glory Bank. Only PSL
(privacy, security, and liberty).” Please provide definitions for “ESG” and “Social
Credit Score.”
14.We note your disclosure on page 15 concerning the May 1, 2024 consent order issued
by the FDIC and the Oklahoma State Banking Department. Please revise this section
to provide a brief discussion of the consent order including the material limitations
placed on you such as the ability to pay dividends. In addition, please revise the
section beginning on page 90 entitled "Regulatory Matters" to provide a more in-
depth discussion of such consent order including the status and anticipated timeline of
corrective actions. Your discussion should describe each term of the Consent Order,
the progress you have made to satisfy each term and the remaining actions you need
to take to comply. Include MD&A disclosure to discuss any other expected material
effects on your results of operations as a result of your compliance actions.
Summary of This Offering
Company Redemption Right, page 8
15.Please revise your disclosure to briefly discuss how the share redemption price will be
determined by the board of directors.
Risk Factors, page 9
16.Please include a risk factor discussing the dilutive effects of your expected capital
raises to satisfy the requirements of the consent order.
Risks Relating to the Offering and Our Common Stock, page 9
17.Please include a risk factor discussing the concurrent offering under Regulation D at a
lower price per share which also includes a warrant to purchase Class B common
stock.

October 23, 2024
Page 4
Our Financial projections are uncertain, page 14
18.We note your statement that "...an Investor should not rely on the accuracy of the
projections in making an investment in [you]." An investor is entitled to rely upon the
projections that you include in the document. Please remove this statement.
Dilution and Capitalization, page 27
19.Please expand your dilution table, or include a footnote to the table, to show the
calculation of book value per share before and after the offering, detailing the
individual components of the numerator and denominator in each of these
calculations.
20.Please revise this section to show dilution if 25%, 50%, 75% and 100% of the
securities are sold.
Outstanding Capital of the Company, page 28
21.We note that your table on page 28 shows 1,779,083 warrants for Class B common
stock issued and reserved. Please revise your disclosures to clarify what this includes,
such as whether it includes coverage warrants associated with the Interim Financing,
warrants issued to vendors and other individuals as referenced on page F-43, and/or
other warrants. Quantify the amounts attributable to each warrant category.
22.We note your disclosure, here and elsewhere (such as pages F-43 and F-48), that you
have issued warrants to founders, employees, Bluechip, individuals, and vendors and
that you expect to issue Class B share warrants as part of the September 2024 Interim
Financing. Please revise your disclosures in appropriate locations throughout the
filing, including in your financial statement footnotes, to provide information about
quantity, terms, and features of any warrants issued, to explain how you account for
these instruments, and to disclose where they are reflected in your financial
statements.
Description of Business and Products, page 36
23.Please significantly revise this section to describe in detail each of your business lines,
such as Old Glory Cash-IN, Old Glory Alliance - Crowd Funding and Old Glory
Protect. For each business line, disclose the percentage of total revenues generated,
your major competitors, marketing activities, pricing models, clients or client groups.

Plan of Distribution of the Offered Shares
Summary of Offering Expenses of and Use of Proceeds, page 36
24.We note the statement that you will use proceeds to "continue to meet applicable
regulatory capital requirements, including [y]our Tier 1 Leverage Ratio" and "...to
increase [your] regulatory capital levels." State your net capital requirements and
quantitatively where you stand in terms of those requirements."

October 23, 2024
Page 5
Old Glory Bank, page 37
25.We note your disclosure that you "have a very robust New Accounts and Fraud Team
comprising many professionals." Please revise your disclosure to briefly describe
the New Accounts and Fraud Team including the number of employees allocated to
such team and who such team reports to.
26.We note your disclosure that "almost all business accounts in the U.S. are still opened
through a traditional branch" but that you "built [y]our own virtual onboarding
platform for business banking..." Please disclose the percentage of your business
accounts that are opened by customers coming into the branch versus online through
your platform.
Old Glory Alliance - Crowd Funding, page 40
27.We note your disclosure on page 40 regarding Old Glory Alliance as a deposit
acquisition model. We also note your disclosure on page 65 that year-over-year
increases in deposits were primarily attributable to new deposit accounts being opened
by new account holders. Please revise your disclosure, here or elsewhere, to quantify
the proportion of deposits and period-over-period deposit growth, if any, attributable
to Old Glory Alliance.
Old Glory Protect - "We Protect those who Protect You", page 41
28.We note your disclosure that you cover the cost of premiums for Old Glory Protect
and that your average ROI on this product will exceed 300%. Please expand your
disclosures, here or elsewhere, to explain what revenue streams, if any, you generate
from this product, to better explain why you expect this ROI, and to discuss where
associated costs are included in your financial statements.
Business Banking, page 43
29.We note your statement that "[m]ost banks of [y]our asset size are lucky to open 25
business accounts in a quarter." Please revise your disclosure to provide support for
this statement.
Top of Wallet, page 46
30.In regard to the chart on page 47, supplementally provide us with support for the
amounts listed. In addition, please clarify the disclosure to indicate the relevance of
the chart.
Marketing Strategy
Operational Data, page 47
31.Please revise your disclosure to clarify what is meant by "a daily “stand-up."
Promotion Through Earned and Payed Media, page 48
32.We note your statement that the photos represent "examples of the significant
coverage of Old Glory Bank by national media programs..."  Please provide us with
support for this statement.

October 23, 2024
Page 6
Customer Service, page 52
33.We note your statement that "[y]our consolidated Dashboard which allows [y]our
customers to “link” [y]our App to their other bank accounts, mortgages, loans,
retirement plans, etc. (i.e., even those held at institutions other than Old Glory Bank)."
Please revise your disclosure to clarify what is meant by linking your App to your
customer's other bank accounts, mortgages, loans, etc., including external ones, and
how this is accomplished.
Old Glory Pay Merchant Fees, page 55
34.We note your disclosure that you earn merchant processing fees on Old Glory Pay
transactions but that you waive your merchant fee for non-profits and companies who
participate in your joint marketing program(s). Please revise your disclosures to
quantify the proportion of transaction fees that you have waived for the periods
presented in your filing.
Peer Comparison, page 58
35.Please revise the disclosure on page 58 to only list United States competitors. We note
for example, that Nubank is a Brazilian bank.
Non-interest Income, page 69
36.We note your disclosure that period-over-period non-interest income and non-interest
expense grew primarily because of rapid growth. To provide a better understanding of
your business and significant factors materially affecting your income from
operations, please expand your narrative to address the items below.
•To the extent applicable, explain and quantify the impact of specific product
developments on relevant income and expense line items period-over-period (such
as increased volume for a particular product, impact of one month of Bank results
versus a full year, etc.).
•The largest contributors to non-interest expense appear to be salaries and
employee benefits, data processing, operating losses, outside charges, and
goodwill impairment. Enhance your disclosures to provide some additional
granularity on the reasons for period-over-period increases in these balances, and
to define operating losses and outside charges.

Consolidated Financial Reporting and Operations
5-Year Financial Projections, page 76
Please revise your disclosure to provide further discussion regarding the projections:
•explain why the five-year forecast period covered by the projections was selected;
•explain whether the projections are in line with your historic operating trends;
•if the projections used are not in line with your historic trends, explain why the
change in trends is appropriate and assumptions have a reasonable basis;
describe the process undertaken to formulate the projections including all material
assumptions underlying the projections and strategies for achieving the objectives; •37.

October 23, 2024
Page 7
and
•whether these projections differ from projections prepared in your business plan
prepared pursuant to the Consent Order and if so, how they differ.
38.We note that your internally prepared 5-Year Financial Projection tables on pages 78-
79 are labeled “Pro-Forma Profit & Loss” and “Pro-Forma Balance Sheet.” The term
"pro-forma" has specific meaning under Article 11 of Regulation S-X. In order to
avoid confusion, please revise to provide a different label describing this information.
Board of Directors and Key Team Members, page 79
39.Please revise to disclose the business experience during the past five years of each
director, executive officer, person nominated or chosen to become a director or
executive officer, and each significant employee, including his or her principal
occupations and employment during that period and the name and principal business
of any corporation or other organization in which such occupations and employment
were carried on. Refer to Item 10(c) of Part II of Form 1-