SecProbe.io

December 12, 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. 2 to the Offering Statement on Form 1-A
Filed November 25, 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 November 22,
2024 letter.
Amendment No. 2 to the Offering Statement on Form 1-A
Summary of this Offering Circular
A Distinct Market Position, page 4
1.In the last sentence of the third paragraph, please remove the word "voluntarily."
Likewise, please remove the word "deliberate" in the second to last paragraph. The
information in the report speaks for itself. The registrant's interpretation in this context
is not necessary.
2.In the seventh paragraph, please remove the phrase "In stark contrast to such behavior
by other banks" from the beginning of the sentence. The information in the report
speaks for itself. The registrant's interpretation in this context is not necessary.

December 12, 2024
Page 2
Plan of Distribution of the Offered Shares
Commencement and Subscription Agreement, page 30
3.We note your response to prior comment 5. You state that language at Section 5.3 of
your Subscription Agreement includes a Waiver of Jury Trial for all claims and all
actions for every proceeding including those arising under the Securities Act and
Exchange Act. Please revise your disclosure here to:
•Clarify that the provision applies to claims under the federal securities laws;
•Clarify whether the provision applies to purchasers in secondary transactions; and
•Include a new risk factor in the risk factor section of this offering statement
discussing the material risks to investors related to the provision, including the
possibility of less favorable outcomes, uncertainty regarding its enforceability, the
potential for increased costs to bring a claim, and whether it may discourage or
limit suits against you.
Description of Business and Products, page 36
4.We note your response to prior comment 6. For each business line, please revise your
disclosure to 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.
Management Discussion, page 55
5.We note your response to prior comment 9 stating that you do not anticipate any
effects on operations related to the the May 1, 2024 consent order issued by the FDIC
and the Oklahoma State Banking Department requiring a Tier 1 leverage ratio of
14%. Please revise your disclosure to provide additional analysis to support this
conclusion, including whether the requirement may limit your ability to grow your
balance sheet, issue new loans or engage in other capital intensive activities.
Additionally, clarify any potential impacts on profitability, including return on equity.
Discuss any operational adjustments, such as changes to your lending strategy or asset
mix, and address how compliance may affect your competitive position within the
industry.
Consolidated Financial Reporting and Operations
5-Year Financial Projections, page 86
We note your response to prior comment 10 regarding the assumptions underlying
your 5-year financial projections. Please revise your disclosure to clarify how each
key assumption is expected to impact a particular area of your financial performance.
This should include quantifiable data supporting the reasonableness of anticipated
increases in customer acquisition, market share expansion, pricing strategies, cost
efficiencies, and any other factors contributing to the projected financial outcomes.
Additionally, provide us, on a supplemental basis, with the methodologies and sources
used to develop these assumptions, ensuring they are reasonable and aligned with
industry benchmarks and historical performance (e.g., customer acquisition cost of
$30, 40% monthly debit card use of at least $1,100, revenue growth rates of 100 to 6.

December 12, 2024
Page 3
125%, etc.). Please see Item 10 of Regulation S-K for Commission guidelines on
the use of projections.
7.We note the last sentence of the first paragraph on page 86. The bank only recently
started to build a credit infrastructure for commercial loans. Therefore, they have not
been exposed to the potential risks of commercial lending and do not have a track
record in this area. Please revise the disclosure in this paragraph and the first
paragraph on page 87 where you state,  "it will maintain a robust net interest margin".
8.We note your disclosure on page 89 that you project $2.8 billion in assets by the end
of 2028 which would require you to grow from about 46,000 customer relationships
currently to 500,000 in 2028. You further state that your growth from 300 customer
relationships in 2023 when you were formed to the 46,000 now supports such
projected growth. Please revise your disclosure to discuss the assumptions underlying
your continued ability to grow your customer relationships at an accelerated rate for
the next four years and provide a comparison to the normal customer growth rate for
similar banks. Please See Item 10 of Regulation S-K for Commission guidelines on
the use of projections.
9.Please revise your disclosure to disclose how your 2024 projected numbers are
tracking with your actual performance in 2024 (e.g., total assets, total deposits, total
interest income and expense). We note as an example that your net loss through June
30 was $7,170,052 which is approximately 57% of your projected full year loss for
2024.
10.We note in the first paragraph on page 89 you state "...our projections reflect an
annual growth rate for our assets through 2028 of approximately 100%
annually..." We also note that your projected growth in assets from 2024 to 2025 is
almost 300%. Please revise the disclosure and also provide us with a reasonable basis
for this projection.
11.We note your list of assumptions on page 88. Please provide any assumptions for the
U.S. economy beyond the Federal Funds Rate that you relied upon for your
projections.
Regulatory Matters
Capital Requirements, page 104
12.We note your response to prior comment 12 regarding the risks of commercial loans.
Please revise your disclosure here and in the "Business Banking" section on page 43
to expand your discussion to include potential risks of commercial lending including,
but not limited to, industry concentration, geographic concentration, collateral
illiquidity, and credit risk.
Consent Order, page 104
We note your response to prior comment 14. Please revise your disclosure here and in
the Summary to specifically state 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; and13.

December 12, 2024
Page 4
•If you continue 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 either revise to remove your disclosure that "The Bank is in
compliance with applicable rules and regulations" or include language to specifically
except the Tier 1 Leverage Capital ratio requirement.
14.We note in your response that, "[you] do not expect to actually receive a “form” of
approval" from the Regional Director and Commissioner regarding your Business
Plan and Capital Plan. Please clarify in the filing that you have not received approval
of the Business Plan and Capital Plan as required by the Consent Order.
            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