SecProbe.io

November 22, 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
Amendment No.1 to the Offering Statement on Form 1-A
Filed November 5, 2024
File No. 024-12512
Dear Michael Ring:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our October 23, 2024 letter.
Amendment No. 1 to the Offering Statement on Form 1-A
General
1.We note your response to prior comment 2. Please tell us if you have presented or will
present any “test the waters” materials to potential investors in connection with this
offering. If so, please provide us with copies of such materials.
2.We note your response to prior comment 10. You added qualifiers such as
"Management believes" and "what we believe to be" to many of the previously
indicated subjective, conclusory references throughout the filing regarding your
expertise, best-in class and industry-leading position. Please revise to explain the basis
of each belief and include expanded disclosure sufficient to support these statements,
or otherwise delete them.

November 22, 2024
Page 2
Summary of this Offering Circular, page 4
3.We note your response to prior comment 11. Please clarify any additional steps you
take to protect the privacy of your customers beyond what is normally done by other
banks.
Risk Factors
Risks Relating to the Offering and Our Common Stock
The Regulation D offering of Class A shares completed immediately prior , page 11
4.Please revise this risk factor heading to clarify the risk. As it reads now, it states that
in the prior Regulation D offering, for each Class A share purchased at $6 per share,
the investor also received a 10-year warrant exercisable at the same price.
Commencement and Subscription Agreement, page 30
5.Please clarify whether the jury waiver provision in Section 5.3 of your Form of
Subscription Agreement for Offering applies to claims brought under the Securities
Act and Exchange Act. To the extent that they do not, please clearly state here and in
Section 5.3 of your Subscription Agreement.
Description of Business and Products, page 36
6.We note your response to prior comment 23. Please expand your disclosure to provide
a detailed description of your primary business lines, including commercial banking
services, consumer lending and wealth management, as well as the specific products
or services offered within each. We also note that you have only provided percentage
of revenue for certain business lines that did not generate significant revenue,
specifically Old Glory Cash-IN, Old Glory Alliance - Crowd Funding and similar
initiatives. Please revise to include the percentage of total revenue generated by each
significant business line for the most recent fiscal period, or anticipated contributions
if historical data is unavailable. For each line, identify the primary competitors and
explain how you differentiate yourself within these markets. Additionally, discuss
your strategies for growth within each business line, as well as how these segments
integrate into your overall corporate strategy.
Old Glory Alliance-Crowd Funding, page 40
7.In the first paragraph you state, "However, we have seen GoFundMe cancel legal
campaigns for political reasons." Please provide us with support for this statement.
Old Glory Protect - "We Protect those who Protect You", page 41
8.We note your revisions in response to prior comment 28. Please revise your
disclosures, here or elsewhere as appropriate, to quantify death benefit premiums you
have paid for the periods presented and to disclose where these costs are included in
the financial statements.
Management Discussion, page 54
We note your response to prior comment 14 concerning the May 1, 2024 consent
order issued by the FDIC and the Oklahoma State Banking Department. Please revise 9.

November 22, 2024
Page 3
your disclosure in this section to discuss any other expected material effects on your
results of operations as a result of your compliance actions.
Consolidated Financial Reporting and Operations
5-Year Financial Projections, page 85
10.We note your response to prior comment 37. Please revise your disclosure to provide
additional details regarding the assumptions and methodologies underlying your 5-
year financial projections, specifically projected revenue growth, customer acquisition
costs, operating expenses and anticipated market share. Additionally, describe the
current and expected market conditions, including industry trends and competitive
factors, that influence your projections. Include a discussion of key risks and
uncertainties, such as operational challenges or economic shifts, that may impact
actual results. Clarify any significant capital expenditures and anticipated financing
sources, including any assumptions about additional debt or equity funding.
11.We note your disclosure in the second paragraph after the bullet point on page 87
where you state, "Based on our results to-date, and upon consideration of the
favorable factors noted above, Management considers this level of growth to be
reasonable, and it is fully in line with our business plan presented to the FDIC through
regulatory channels earlier this year. Similarly, our projection of operating income,
projected to reach approximately $98 million in 2028, are just a few percent above the
figures projected in that earlier plan." We note that the Business Plan submitted
pursuant to the Consent Order was to be for year 2024, 2025 and 2026. Please tell us
how your projection through 2028 can be "fully in line" with the Business Plan
submitted.  Also tell us what you mean by 'that earlier plan".
Capital Requirements, page 101
12.Reference is made to the fourth paragraph. Please also discuss the added risks of
commercial loans. Also include a discussion of such risks under "Business Banking"
on page 43.
Consent Order, page 102
13.Indicate whether the Regional Director and Commissioner have both approved your
Business Plan and Capital Plan that was submitted. In addition, tell us whether
anything in your projections would represent a "change in the Business Plan" as that
term is described in Section 4(c) of the Consent Order.
14.Indicate here and in the Summary that you are currently in violation of the Consent
Order requirement to maintain a Tier 1 Leverage Capital ratio equal to 14 percent of
the Bank’s Average Total Assets within 90 days of May 1, 2024.  Disclose that if the
Bank continues to be in violation, you could be required by the Regional Director and
the Commissioner to submit a plan to sell or merge the bank. In light of this, please
revise your disclosure that "The Bank is in compliance with applicable rules and
regulations".  Finally, please remove all statements in the offering circular that state or
imply that you will meet the 14% requirement after this offering in light of the fact
that there is no minimum amount required to be sold in the offering.

November 22, 2024
Page 4
Consolidated Balance Sheets, page F-3
15.We note your response to comment 22 and your revised disclosures describing the
warrants to purchase Class B Common Shares ("Class B warrants"), but we remain
unclear how these warrants are reflected and accounted for within your consolidated
financial statements. Please tell us, and revise your disclosures where appropriate to
clarify, how you have accounted for and classified the Class B warrants in your
consolidated financial statements upon issuance ( e.g., freestanding or not, equity /
temporary equity / liability, etc.). Refer to ASC 480 and ASC 815-40, as applicable.
            Please contact Cara Lubit at 202-551-5909 or Ben Phippen at 202-551-3697 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