Correspondence 0001104659-24-111397 from Magnolia Bancorp, Inc. (MGNO)
Magnolia Bancorp, Inc.
Date: Oct. 25, 2024 · CIK: 0002033615 · Accession: 0001104659-24-111397
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File numbers found in text: 333-281796
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CORRESP
1
filename1.htm
Law Offices
Silver, Freedman, Taff & Tiernan LLP
A Limited Liability Partnership Including Professional
Corporations
3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM
TELECOPIER NUMBER
(202) 337-5502
PHONE NUMBER
(202) 295-4516
jerry@sfttlaw.com
October 25, 2024
Aisha Adegbuyi, Esq.
Eric Envall, Esq.
Staff Attorneys
Division of Corporation Finance
Securities and Exchange Commission
Washington, DC 20549
Re:
Magnolia Bancorp, Inc.
Registration Statement on Form S-1
Filed August
27, 2024
File No. 333-281796
Dear Ms. Adegbuyi and Mr. Envall:
Please find enclosed for filing on behalf of Magnolia
Bancorp, Inc. (the “Company”) a complete copy of Pre-Effective Amendment No. 2 (the “Amendment”) to the Registration
Statement on Form S-1 previously filed by the Company. The Amendment is being filed in accordance with the requirements of Regulation
S-T.
The Amendment includes
a summary of recent developments as of and through September 30, 2024 and also reflects a few comments from the Office of the Comptroller
of the Currency (the “OCC”). One of the OCC comments was to insert all dates and complete all blanks, which we have done
in the enclosed Amendment in the hopes of possibly avoiding the need for an Amendment No. 3. The only changes to Exhibits 99.4 and 99.5 were to insert dates and fill in the other blanks.
Our goal is to have the Form S-1 declared
effective on Friday, November 8, 2024 and to receive the requisite regulatory approvals at the same time. We believe the OCC and the Federal
Reserve Board are on schedule to meet this desired timing, and we will advise you of any changes to that schedule.
We appreciate the staff’s timely review of
Amendment No. 1. We look forward to being able to submit a request for acceleration of the effective date following your review of the
enclosed Amendment.
If you have any questions on the Amendment
or if I can be of assistance in any way, please give me a call at 202-295-4516.
As always, the staff’s cooperation
is greatly appreciated.
Sincerely,
/s/ Gerald F. Heupel, Jr.
Gerald F. Heupel, Jr., Esq.
cc:
Michael L. Hurley, President and CEO
Eric M. Marion, Esq.