CORRESP Filing
Seneca Bancorp, Inc.
Date: July 31, 2025 · CIK: 0002072421 · Accession: 0001104659-25-072683
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288044
Referenced dates: July 30, 2025
Letter
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
WRITER'S DIRECT DIAL NUMBER WRITER'S EMAIL
(202) 274-2010 bazoff@luselaw.com
July 31, 2025
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: Seneca Bancorp, Inc.
Registration Statement on Form S-1
Filed June 13, 2025, as amended on July 25, 2025
File No. 333-288044
On behalf of Seneca Bancorp, Inc. (the "Company"), filed herewith is its Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1, including exhibits (the "Amended Registration Statement"), which is marked pursuant to SEC Rule 472. The Staff's comments, transmitted by letter dated July 30, 2025, are reproduced below, followed by the Company's responses.
Amendment No. 1 to Registration Statement on Form S-1
General
1. We note your amended disclosure that Seneca Financial Corp's common stock is quoted on the OTCID Market. We also note your disclosure on the prospectus supplement cover page that Seneca Financial Corp's common stock is quoted on the OTC Pink Market. Please revise for consistency.
References to the OTC Pink Market have been updated to make reference to the OTCID Market on the cover page of the prospectus supplement and the cover page of the stockholder proxy statement/prospectus in response to this comment.
Luse Gorman, PC
United States Securities and Exchange Commission
Division of Corporation Finance
July 31, 2025
Page 2
Financial Position and Results of Operations of Our Wealth Management Business Segment, page 72
1. We note that your assets under management ("AUM") increased from $82.1 million at December 31, 2023 to $233.6 million at December 31, 2024 and the increase was primarily due to your acquisition of a $133.9 million retirement plan book of business in October 2023. Please revise your disclosure to clarify the reason for the period-end amount of your AUM at December 31, 2023 being lower than the amount acquired in October 2023.
While the acquisition agreement was executed in October 2023, the transfer of customer assets to Financial Quest described above was completed in February 2024. At the time of transfer, the value of those assets totaled $131.6 million. At March 31, 2025, the value of those assets was $133.9 million. In response to this comment, disclosure on pages 3, 23, 59, 70, 72 and 93 of the prospectus has been updated to clarify that the acquisition was completed in February 2024 and the value of the acquired assets under management was $131.6 million at that time.
* * *
We trust the foregoing is responsive to the Staff's comments. We request that the Staff advise the undersigned at (202) 274-2010 as soon as possible if it has any further comments.
Respectfully,
/s/ Benjamin Azoff
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CORRESP
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LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
WRITER'S DIRECT DIAL NUMBER
WRITER'S EMAIL
(202) 274-2010
bazoff@luselaw.com
July 31, 2025
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: Seneca Bancorp, Inc.
Registration Statement
on Form S-1
Filed June 13, 2025,
as amended on July 25, 2025
File No. 333-288044
On behalf of Seneca Bancorp, Inc. (the "Company"),
filed herewith is its Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1, including exhibits (the "Amended
Registration Statement"), which is marked pursuant to SEC Rule 472. The Staff's comments, transmitted by letter dated July
30, 2025, are reproduced below, followed by the Company's responses.
Amendment No. 1 to Registration Statement on Form S-1
General
1. We note your amended disclosure that Seneca Financial Corp's common stock is quoted on the OTCID Market. We also note your disclosure
on the prospectus supplement cover page that Seneca Financial Corp's common stock is quoted on the OTC Pink Market. Please revise for
consistency.
References to the OTC Pink Market have been updated
to make reference to the OTCID Market on the cover page of the prospectus supplement and the cover page of the stockholder proxy statement/prospectus
in response to this comment.
Luse Gorman, PC
United States Securities and Exchange Commission
Division of Corporation Finance
July 31, 2025
Page 2
Financial Position and Results of Operations of Our Wealth Management
Business Segment, page 72
1. We note that your assets under management ("AUM") increased from $82.1 million at December 31, 2023 to $233.6 million
at December 31, 2024 and the increase was primarily due to your acquisition of a $133.9 million retirement plan book of business in October
2023. Please revise your disclosure to clarify the reason for the period-end amount of your AUM at December 31, 2023 being lower
than the amount acquired in October 2023.
While the acquisition agreement was executed in
October 2023, the transfer of customer assets to Financial Quest described above was completed in February 2024. At the time of transfer,
the value of those assets totaled $131.6 million. At March 31, 2025, the value of those assets was $133.9 million. In response to this
comment, disclosure on pages 3, 23, 59, 70, 72 and 93 of the prospectus has been updated to clarify that the acquisition was completed
in February 2024 and the value of the acquired assets under management was $131.6 million at that time.
* * *
We trust the foregoing is responsive to the Staff's
comments. We request that the Staff advise the undersigned at (202) 274-2010 as soon as possible if it has any further comments.
Respectfully,
/s/ Benjamin Azoff
Benjamin Azoff
Enclosure
cc: Joseph Vitale, President and CEO, Seneca Bancorp, Inc.
Madeleine Joy Mateo, SEC
Eric Envall, SEC
Jee Yeon Ahn, SEC
Amit Pande, SEC