SecProbe.io

September 20, 2024
Michael L. Hurley
Chief Executive Officer
Magnolia Bancorp, Inc.
2900 Clearview Pkwy.
Metairie, LA 70006
Re:Magnolia Bancorp, Inc.
Registration Statement on Form S-1
Filed August 27, 2024
File No. 333-281796
Dear Michael L. Hurley:
            We have reviewed your 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.
Registration Statement on Form S-1
General
1.Please provide us with supplemental copies of all written communication, as defined
under the Securities Act, that you, or anyone authorized to do so on your behalf, have
presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
2.Please also include an organizational chart depicting your organizational structure and
ownership before and after the reorganization. Please include the anticipated purchases of
the ESOP in the post reorganization chart.

September 20, 2024
Page 2
Summary
Business Strategy, page 2
3.We note your disclosure on page 2 that you intend to “moderately increase” both your
commercial real estate (“CRE”) and your multifamily loan portfolios, as well as your
disclosure on pages 15 and 16 that your intent to increase these portfolios involves credit
risks that could adversely affect your financial condition and results of operations. Please
revise your disclosures to further describe the specific risks referenced on pages 15 and
16, as well as your plans, policies and procedures that you have implemented or intend to
implement to manage those risks.
Risk Factors
Our loan portfolio has declined in recent years, and there can be no assurance that we will achieve
our plans to grow in size, page 14
4.We note your disclosure that your net loans receivable have decreased in recent periods.
Please revise this risk factor to disclose the risks that you will be subject to should this
trend continue.
Our intent to increase our commercial real estate loan portfolio involves credit risks, page 15
5.Revise this risk factor to discuss, as appropriate, the factors that impact the current greater
New Orleans metropolitan area. For instance, discuss any changes in occupancy for
office, industrial or retail real estate. Discuss the extent to which the ability to compete in
this area is dependent on existing relationships, and how this might impact your business
strategy to increase your commercial real estate loan portfolio. Make appropriate changes
to your management's discussion, competition section and/or risk factors based on your
response.
Our largest depositor held 24% of our total deposits at June 30, 2024, page 21
6.We note your disclosure here regarding the percentage of your total deposits that are held
by your largest depositor. We also note your disclosures on pages F-18 and F-44
regarding "Deposits with Related Parties and Concentrations." Please clarify in this risk
factor if the largest depositor you refer to here is also a related party. If so, please identify
the related party as the amount appears to be material to your business.
We have identified material weaknesses in our internal control over financial reporting with
respect to various matters, page 25
7.Revise this risk to disclose the risks associated with failing to adequately remediate the
risks you have identified or advise.
Pro Forma Data, page 40
8.We note your tabular presentation of pro forma data at or for the year ended December 31,
2023 on page 43. Please ensure, and revise accordingly, the mathematical accuracy of the
subtotal and total amounts presented in these tables. As an example, we note that the sum
and calculation of amounts from historical net income to pro forma net income do not
appear to foot to the exact amount.

September 20, 2024
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Strategy, page 45
9.We note your disclosure on page 2 that at June 30, 2024, $295,000, or 0.9%, of your total
loan portfolio consisted of multi-family residential loans, as well as your disclosure on
page 46 that at June 30, 2024, $295,000, or 0.9%, of your total loan portfolio consisted of
CRE loans. Please revise your disclosure on page 46 to clarify, if true, that the $295,000
represent multi-family loans.
Internal Control Over Financial Reporting, page 47
10.We note your disclosure on page 48 that the material weaknesses you identified resulted
in certain non-interest expenses incurred in 2022 that related to a loss of vault cash and a
write-off related to your data processing conversion. Please tell us if these expenses
represented error corrections and, if so, revise your filing as necessary. Refer to ASC 250-
10-50.
Sources of Funds
Deposits, page 74
11.We note your disclosure in footnote (a) to the table presented on page 74. Please clearly
disclose the amount of your brokered deposits as of each of the periods presented. In
addition, please revise your filing to include discussion of the following:
•any related impacts the brokered deposits have on your funding costs and/or net
interest margin;
•to the extent applicable, whether you have policies or internal limits regarding
concentrations in brokered deposits and/or uninsured deposits, in total or by type of
depositor, and whether you have complied with any such internal requirements for the
periods presented;
•how brokered deposits fit into your deposit gathering business strategy;
•any risks associated with relying on brokered deposits as a source of your deposit
base; and
•any risks related to highly rate-sensitive brokered deposits, if applicable, and how you
manage these risks.
Management
Board of Directors of Magnolia Bancorp and Mutual Savings and Loan Association, page 89
12.We note your disclosure on page 89 that "[you] have determined that directors Andressen,
Burkhalter and Manson are independent directors as defined in the rules of the Nasdaq
Stock Market." Please revise your disclosure to clarify what an independent director is.
New Stock Benefit Plans, page 95
13.We note your disclosure that you anticipate your employee stock ownership plan will
purchase 8.0% of the common stock issued in the conversion. Please file the plan as an
exhibit to this registration statement.

September 20, 2024
Page 4
Statements of Financial Condition, page F-1
14.We note the designation of your retained earnings as “substantially restricted” and that
similar designation is not included in your statements of financial condition as of
December 31, 2023 and December 31, 2022 on page F-25. Please revise your filing to
define the term “substantially restricted.” In addition, please describe the nature of such
restrictions and, if true, why such restrictions did not exist as of December 31, 2023 or
December 31, 2022.
Notes to Financial Statements (Unaudited)
Note 4. Advances from Federal Home Loan Bank (FHLB), page F-18
15.We note your disclosure that $850,000 in advances from the FHLB matured in August
2024. Please revise your disclosures, including the liquidity and capital resources section
on page 60 and subsequent events on page F-51, to clarify if these amounts were repaid
on their maturity date and to discuss any impacts of the repayment on the Company's
liquidity.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Shannon Davis at 202-551-6687 or Robert Klein at 202-551-3847 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aisha Adegbuyi at 202-551-8754 or Eric Envall at 202-551-3234 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Gerald F. Heupel, Jr., Esq.