SecProbe.io

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 80 East Jericho Turnpike

 Mineola, New York 11501

 June 16, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re: Hanover
Bancorp, Inc.

 Registration Statement on Form S-4

 Request for Acceleration of Effectiveness

 File No. 333-296483

 Ladies and Gentlemen:

 Pursuant to Rule 461
of Regulation C, and in connection with the above-referenced Registration Statement on Form S-4, Hanover Bancorp, Inc. (the
 "Company") hereby requests that said Registration Statement on Form S-4 be declared effective on Thursday, June 18,
2026 at 3:00 p.m., Eastern time, or as soon thereafter as practicable.

 If you have any questions
regarding this request, please telephone Stephen F. Donahoe of Kilpatrick Townsend & Stockton LLP at 202.508.5818.

 Very truly yours,

 HANOVER BANCORP, INC.

 /s/ Michael P. Puorro

 Michael P. Puorro

 President and Chief Executive Officer

 cc: Aisha Adegbuyi, U.S. Securities and Exchange Commission

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 15, 2026

Michael P. Puorro
Chief Executive Officer
Hanover Bancorp, Inc.
80 East Jericho Turnpike
Mineola, NY 11501

 Re: Hanover Bancorp, Inc.
 Registration Statement on Form S-4
 Filed June 04, 2026
 File No. 333-296483
Dear Michael P. Puorro:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Steve Donahoe, Esq.
</TEXT>
</DOCUMENT>

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February 16, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Hanover Bancorp, Inc.

Registration Statement
on Form S-3 (File No. 333-276668)

Request for Acceleration of Effectiveness

Dear Ladies and Gentlemen:

In accordance with Rule 461
of the general Rules and Regulations under the Securities Act of 1933, as amended, and in connection with the offering described in the
Prospectus contained in the above-captioned Registration Statement, Hanover Bancorp, Inc. (the “Company”) hereby requests
that the above-captioned Registration Statement be declared effective at 4:00 p.m. Eastern Standard Time on Tuesday, February 20, 2024
or as soon thereafter as practicable.

In making the foregoing request, we hereby acknowledge
that:

 · Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing

 · The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

In addition, the Company represents
that it will comply with such provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 as may apply to it for
this offering.

    Very truly yours,

    HANOVER BANCORP, INC.

    By:
    /s/ Lance P. Burke

    Name:
    Lance P. Burke

    Title:
    Executive Vice President and CFO

United States securities and exchange commission logo
February 2, 2024
Michael Puorro
Chairman and CEO
Hanover Bancorp, Inc.
80 East Jericho Turnpike
Mineola, New York 11501
Re:Hanover Bancorp, Inc.color:white;"_
Registration Statement on Form S-3
Filed January 24, 2024
File No. 333-276668
Dear Michael Puorro:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert A. Schwartz

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    May 6, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Hanover Bancorp, Inc.

    Registration Statement on Form S-1 (File No. 333-262920)

    Joinder in Request for Acceleration of Effectiveness

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters,
hereby joins in the request of Hanover Bancorp, Inc. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Eastern Daylight Time on Tuesday, May 10, 2022 or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, approximately 1,200 copies of the Preliminary Prospectus
dated May 4, 2022 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

    Very truly yours,

    STEPHENS INC.

    By:
    /s/ Krisi Clark

    Name: Kristi Clark

    Title: Senior Vice President

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May 6, 2022

VIA EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington,
DC 20549

 Re: Hanover Bancorp, Inc.

    Registration Statement on Form S-1
(File No. 333-262920)

    Request for Acceleration of Effectiveness

Dear Ladies and Gentlemen:

In accordance with Rule 461
of the general Rules and Regulations under the Securities Act of 1933, as amended, and in connection with the offering described
in the Prospectus contained in the above-captioned Registration Statement, Hanover Bancorp, Inc. (the “Company”) hereby
requests that the above-captioned Registration Statement be declared effective at 4:00 p.m. Eastern Daylight Time on Tuesday, May 10,
2022 or as soon thereafter as practicable.

In making the foregoing request, we hereby acknowledge
that:

 • Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing

 • The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 • The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

In addition, the Company represents
that it will comply with such provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 as may apply to it for
this offering.

  Very truly yours,

  HANOVER BANCORP, INC.

 By: /s/ Lance P. Burke

 Name: Lance P. Burke

 Title: Executive Vice President and CFO

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 windelsmarx.com

    Robert A. Schwartz
    120 Albany Street Plaza, | New Brunswick, NJ 08901

    732.448.2548
    T. 732.846.7600 | F. 732.846.8877

    rschwartz@windelsmarx.com

February 23, 2022

VIA EDGAR

United States Securities and Exchange Commission

Washington, DC 20549

Re:           Hanover
Bancorp, Inc.

Draft Registration Statement on Form S-1

Submitted October 6, 2021

CIK No. 0001828588

Dear Sir or Madam:

Transmitted along with this
cover letter is the Registration Statement on Form S-1 of Hanover Bancorp, Inc. (the “Registration Statement”).
We have filed the Registration Statement to, among other things, address the comments contained in the October 29, 2021 letter from
the Division of Corporate Finance with respect to the Draft Registration Statement filing. Set forth below is our response to each of
the comments contained in the letter.

General

1.             We
note that you completed the acquisition of Savoy Bank on May 26, 2021. It therefore appears that you are required to include the
interim financial statements for Savoy Bank for the period ended March 31, 2021. Please see section 2045.2 of the Division of Corporation
Finance's Financial Reporting Manual.

We have revised the Registration Statement to include
the Savoy Bank March 31, 2021 interim financial statements.

Cover Page

2.             Please identify the underwriters
on the cover page in your next amendment.

We have revised the cover page accordingly.

If you require any additional information, please
feel free to contract me at (732) 448-2548.

    Very truly yours,

    /s/ Robert A. Schwartz

    Robert A. Schwartz

cc:           Hanover Bancorp, Inc.

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April 16, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Hanover Bancorp, Inc.

Registration Statement on Form S-4
(File No. 333-252262)

Request for Acceleration of Effectiveness

Dear Ladies and Gentlemen:

In accordance with Rule 461
of the general Rules and Regulations under the Securities Act of 1933, as amended, and in connection with the offering described
in the Prospectus contained in the above-captioned Registration Statement, Hanover Bancorp, Inc. (the “Company”) hereby
requests that the above-captioned Registration Statement be declared effective at 5:01 p.m. Eastern Daylight Time on Tuesday, April 20,
2021 or as soon thereafter as practicable.

In making the foregoing request, we hereby acknowledge
that:

 · Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing

 · The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

In addition, the Company represents
that it will comply with such provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 as may apply to it for
this offering.

  Very truly yours,

  HANOVER BANCORP, INC.

 By: /s/ Michael P. Puorro

 Name: Michael P. Puorro

 Title: Chairman and CEO

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    windelsmarx.com

    Robert A. Schwartz
    120 Albany Street Plaza, | New Brunswick, NJ 08901

    732.448.2548
    T. 732.846.7600
    | F. 732.846.8877

    rschwartz@windelsmarx.com

    April 13, 2021

VIA EDGAR

United States Securities and Exchange Commission

Washington, DC 20549

Re: Hanover Bancorp, Inc.

Registration Statement on Form S-4

Filed January 20, 2021, as amended on March 19,
2021

File No. 333-252262

Dear Sir or Madam:

Transmitted along with this
cover letter is Amendment No. 2 to the Registration Statement on Form S-4 of Hanover Bancorp, Inc.

We have filed Amendment No.
2 to, among other things, address the comments contained in the March 30, 2021 letter from the Division of Corporate Finance. Set forth
below is our response to each of the comments contained in the letter.

Amended Registration Statement on Form S-4 filed March 19, 2021

Pro Forma Balance Sheet - December 31, 2020 Consolidated, page 20

 1. We note your response to our prior comment 5 and your enhanced
disclosure on pages 20-21. Tell us why you have not included "After-tax deferred PPP fee income" of $2.5 million as an adjustment
to Savoy stockholder's equity in the determination of Goodwill created; alternatively update accordingly.

Under the terms of the merger agreement, after-tax
deferred PPP fee income ($2.5 million at 12/31/20) is included in equity for purposes of calculating a purchase price for Savoy, regardless
of its treatment under GAAP. In response to the comment, the Registrant has updated the pro forma balance sheet and goodwill schedule
which is a note thereto to include a fair value mark on the contra-loan balance related to deferred PPP fee income being acquired.

We have also updated the assumptions
to the unaudited pro forma condensed combined financial information beginning on page 18 to better clarify the assumptions used in the
calculations.

Unaudited Pro Form Condensed Consolidated Balance Sheet as of December
31, 2020 Comparative Per Share Information, page 26

 2. We note your response to our prior comment 6 and the disclosure
in footnote (3) for Equivalent Pro Forma Combined Per Share of Savoy Common Stock. We are still unable to recalculate the amounts presented.
Please provide us with the calculations, update your disclosure accordingly, and disclose why these metrics are meaningful in evaluating
the proposed transaction.

The Pro Forma combined metrics are stated per
share of Savoy common stock utilizing an exchange ratio assuming a 100% stock transaction. These calculations are necessary in comparing
Savoy per share metrics pre and post-transaction. Set forth below is the calculation of the equivalent per share data.

    Comparative Per Share Calculation Example

    $ per share

    Savoy purchase price per share
    $ 6.30 (a)

    Hanover issue price per share
    $ 22.39 (b)

    Exchange Ratio assuming 100% stock transaction
      0.281x (c) = (a) / (b)

    Stock consideration %
      50%

    Exchange Ratio
      0.141x

    Pro Forma combined diluted earnings per share

    for the three months ended 12/31/2020
    $ 0.68 (d)

    Pro Forma combined book value per share at 12/31/2020
    $ 19.97 (e)

    Equivalent Pro Forma combined per share of Savoy Common
    Stock:

    Diluted earnings per share
    $ 0.19 = (d) * (c)

    Book value per share
    $ 5.62 = (e) * (c)

In addition, the Registrant will revise footnote
#3 on page 26 to both clarify the calculations and to explain why the Registrant believes this presentation is meaningful.

 3. Please revise your opening paragraph to state that pro forma
combined diluted earnings of Hanover [and Savoy] is based on the pro forma combined net income of Hanover and Savoy, divided by total
pro forma diluted common shares of the combined entity.

The Registrant has revised the language as requested.

If you require any additional information, please
feel free to contract me at (732) 448-2548.

    Very truly yours,

    /s/ Robert A. Schwartz

    Robert A. Schwartz

cc: Hanover Bancorp, Inc.

United States securities and exchange commission logo
March 30, 2021
Michael Puorro
Chairman and Chief Executive Officer
Hanover Bancorp, Inc.
80 East Jericho Turnpike
Mineola, NY 11501
Re:Hanover Bancorp, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 19, 2021
File No. 333-252262
Dear Mr. Puorro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 16, 2021 letter.
Amended Rregistration Statement on Form S-4 filed March 19, 2021
Pro Forma Balance Sheet - December 31, 2020 Consolidated , page 20
1.We note your response to our prior comment 5 and your enhanced disclosure on pages 20-
21.  Tell us why you have not included "After-tax deferred PPP fee income" of $2.5
million as an adjustment to Savoy stockholder's equity in the determination of Goodwill
created; alternatively update accordingly.
Unaudited Pro Form Condensed Consolidated Balance Sheet as of December 31, 2020
Comparative Per Share Information, page 26
2.We note your response to our prior comment 6 and the disclosure in footnote (3) for
Equivalent Pro Forma Combined Per Share of Savoy Common Stock.  We are still unable

 FirstName LastNameMichael Puorro
 Comapany NameHanover Bancorp, Inc.
 March 30, 2021 Page 2
 FirstName LastName
Michael Puorro
Hanover Bancorp, Inc.
March 30, 2021
Page 2
to recalculate the amounts presented.  Please provide us with the calculations, update your
disclosure accordingly, and disclose why these metrics are meaningful in evaluating the
proposed transaction.
3.Please revise your opening paragraph to state that pro forma combined diluted earnings of
Hanover [and Savoy] is based on the pro forma combined net income of Hanover and
Savoy, divided by total pro forma diluted common shares of the combined entity.
            You may contact Michelle Miller at (202) 551-3368 or David Irving at (202) 551-3321 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202) 551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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        windelsmarx.com

    Robert A. Schwartz
    120 Albany Street Plaza, | New Brunswick, NJ 08901

    732.448.2548
    T. 732.846.7600 | F. 732.846.8877

    rschwartz@windelsmarx.com

        March 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Washington, DC 20549

Re:         Hanover Bancorp, Inc.

Registration Statement on Form S-4

Filed January 20, 2021

File No. 333-252262

Dear Sir or Madam:

Transmitted along with
this cover letter is Amendment No. 1 to the Registration Statement on Form S-4 of Hanover Bancorp, Inc..

We have filed Amendment
No. 1 to, among other things, address the comments contained in the February 16, 2021 letter from the Division of Corporate Finance,
as well as to update the financial data contained in the Registration Statement to December 31, 2020 data. Set forth below is
our response to each of the comments contained in the letter.

Registration Statement on Form S-4 filed January 20, 2021

General

 1. We note the Agreement and Plan of Merger dated as of August 27, 2020 filed as Exhibit No. 2.1. Pursuant to Item 601(b)(2) of
Regulation S-K, please file a list briefly identifying the contents of all omitted schedules or similar supplements.

As permitted pursuant to Item 601(b)(2)
of Regulation S-K, we have noted in the exhibit list in Item 21 of the Form S-4 that “[c]ertain schedules and exhibits have
been omitted from the Agreement of Merger as filed with the SEC. The omitted information is considered immaterial from an investor's
perspective. The Registrant will furnish to the SEC supplementally a copy of any omitted schedule or exhibit upon request from
the SEC.” A similar notation has been made on the cover page to the Agreement and Plan of Merger.

Cover Page

 2. We note your disclosure on page 55 regarding what the merger consideration would have been as of a certain date. Please revise
your cover page to include the per share and aggregate merger consideration as of that same date.

We have revised the cover page to include a calculation of
the merger consideration as of February 28, 2021.

 3. We note your cover page disclosure that Hanover's common stock is not presently listed on an exchange. Please revise your cover
page disclosure to clarify that Hanover's common stock will not be listed following the completion of the transactions.

We have revised the cover page to include
a statement that it is not contemplated that Hanover stock will be traded on any exchange or interdealer market following consummation
of the merger.

 4. Please revise the cover page to materially describe the formula for determining the aggregate merger consideration, including
all potential adjustments to the merger consideration. In this regard, we note that in the event Savoy’s tangible book value
is less than $46,000,000 but greater than $34,500,000, the aggregate merger consideration will be reduced by $0.75 for each dollar
that Savoy’s tangible book value is less than $46,000,000. In addition, we note that if Savoy’s tangible book value,
as adjusted pursuant to the merger agreement, as of the month end prior to closing exceeds $50,000,000, Savoy will declare and
pay to its shareholders a special cash dividend equal to the excess over $50,000,000 unless it is legally prohibited from doing
so. In the alternative, please cross-reference the relevant disclosure in your Q&A or Summary section that describes the potential
adjustments.

We have revised the cover page to include
a cross-reference to the relevant disclosure in the Section entitled “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER
MEETING”.

Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 2020

Pro Forma Balance Sheet - September 30, 2020 Consolidated,
page 19

 5. Please disclose the calculation of the total Savoy Bank purchase price of $61.840 million as presented in footnote (d).

A table establishing the calculation of the total Savoy Bank
purchase price has been added to footnote (d).

Comparative Per Share Information, page 23

 6. Please disclose the calculations of earnings per share-diluted of $.46 and book value per share
of $5.47 for the equivalent pro forma combined per share of Savoy common stock, including why such disclosure is meaningful in
evaluating the proposed transaction.

A new footnote (3) has been added to this table detailing
how the pro forma combined per share metric is calculated.

Background of the Merger, page 35

 7. We note your disclosure on page 37 that the Board approved the retention of other experts to assist in the process and that
Savoy's regular corporate counsel represented Hanover in the transaction. Please identify the legal counsel that Savoy engaged,
along with JMS, to represent it in the merger transaction negotiations. Please also expand your disclosure to identify the "other
experts" retained to assist in the process.

We have identified the legal counsel engaged by Savoy. We
have also added disclosure with respect to the retention of CEIS Review, Inc. in connection with consulting related to a review
of Hanover’s loan portfolio. No other professionals were retained by Savoy.

Opinion of Savoy's Financial Advisor, page 42

 8. Please revise this section to disclose the "long term earnings growth rates provided by Savoy and Hanover representatives"
that JMS reviewed in preparation of its fairness opinion. In addition, and to the extent different, please also disclose the "estimated
long- term earnings per share growth rate for the years 2021 through 2025," as provided by representatives of Savoy and Hanover,
that JMS reviewed. We also note that on page 49 you refer to the estimated earnings per share growth rate provided by Savoy for
the years 2020 through 2025. Please revise for consistency.

We have revised disclosure with respect
to long term earnings beginning on page 47 in accordance with the above. Similarly, the “Net Present Value Analysis”
disclosure on Page 52 was revised in accordance with your comment.

Trading Markets, page 52

 9. We note your disclosure that Hanover common stock will not be listed on any exchange or established trading market upon consummation
of the transactions under the merger agreement. Please revise your registration to disclose what your anticipated reporting obligations
will be under the Exchange Act following the consummation of the transactions.

We have noted that although Hanover
will not be listed on any exchange or established trading market, it will become a reporting company pursuant to Section 15(d)
of the Securities Exchange Act of 1934, as amended, upon the effectiveness of the registration. Accordingly Hanover will file annual,
quarterly, and current reports on Forms 10-K, 10-Q, and 8-K with the SEC. We also note, however, that by virtue of Hanover becoming
subject to Section 15(d) (as opposed to registering its common stock under Section 12), Hanover (and its directors, officers and
large shareholders) will not be subject to compliance with Sections 16, 13(d) and 13(f) beneficial ownership reporting and short-swing
trading rules. Similarly, Hanover will not have to comply with the tender offer and proxy rules.

Information About Savoy Bank, page 100

 10. Please provide quantitative and qualitative disclosures about market risk for Savoy Bank. Refer to Item 17.(10) of Form S-4.

The requested disclosure has been added to Savoy Bank’s
MD&A on Page 119 of the Registration Statement.

If you require any additional information,
please feel free to contract me at (732) 448-2548.

    Very truly yours,

    /s/ Robert A. Schwartz

    Robert A. Schwartz

    cc:
    Hanover Bancorp, Inc.

United States securities and exchange commission logo
February 16, 2021
Michael Puorro
Chairman and Chief Executive Officer
Hanover Bancorp, Inc.
80 East Jericho Turnpike
Mineola, NY 11501
Re:Hanover Bancorp, Inc.
Registration Statement on Form S-4
Filed January 20, 2021
File No. 333-252262
Dear Mr. Puorro:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4 filed January 20, 2021
General
1.We note the Agreement and Plan of Merger dated as of August 27, 2020 filed as Exhibit
No. 2.1. Pursuant to Item 601(b)(2) of Regulation S-K, please file a list briefly identifying
the contents of all omitted schedules or similar supplements.
Cover Page
2.We note your disclosure on page 55 regarding what the merger consideration would have
been as of a certain date.  Please revise your cover page to include the per share and
aggregate merger consideration as of that same date.

 FirstName LastNameMichael Puorro
 Comapany NameHanover Bancorp, Inc.
 February 16, 2021 Page 2
 FirstName LastNameMichael Puorro
Hanover Bancorp, Inc.
February 16, 2021
Page 2
3.We note your cover page disclosure that Hanover's common stock is not presently listed
on an exchange.  Please revise your cover page disclosure to clarify that Hanover's
common stock will not be listed following the completion of the transactions.
4.Please revise the cover page to materially describe the formula for determining the
aggregate merger consideration, including all potential adjustments to the merger
consideration.  In this regard, we note that in the event Savoy’s tangible book value is less
than $46,000,000 but greater than $34,500,000, the aggregate merger consideration will
be reduced by $0.75 for each dollar that Savoy’s tangible book value is less than
$46,000,000.  In addition, we note that if Savoy’s tangible book value, as adjusted
pursuant to the merger agreement, as of the month end prior to closing exceeds
$50,000,000, Savoy will declare and pay to its shareholders a special cash dividend equal
to the excess over $50,000,000 unless it is legally prohibited from doing so.  In the
alternative, please cross-reference the relevant disclosure in your Q&A or Summary
section that describes the potential adjustments.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2020
Pro Forma Balance Sheet - September 30, 2020 Consolidated, page 19
5.Please disclose the calculation of the total Savoy Bank purchase price of $61.840 million
as presented in footnote (d).
Comparative Per Share Information , page 23
6.Please disclose the calculations of earnings per share-diluted of $.46 and book value per
share of $5.47 for the equivalent pro forma combined per share of Savoy common stock,
including why such disclosure is meaningful in evaluating the proposed transaction.
Background of the Merger, page 35
7.We note your disclosure on page 37 that the Board approved the retention of other experts
to assist in the process and that Savoy's regular corporate counsel represented Hanover in
the transaction.  Please identify the legal counsel that Savoy engaged, along with JMS, to
represent it in the merger transaction negotiations.  Please also expand your disclosure to
identify the "other experts" retained to assist in the process.
Opinion of Savoy's Financial Advisor, page 42
8.Please revise this section to disclose the "long term earnings growth rates provided by
Savoy and Hanover representatives" that JMS reviewed in preparation of its fairness
opinion.  In addition, and to the extent different, please also disclose the "estimated long-
term earnings per share growth rate for the years 2021 through 2025," as provided by
representatives of Savoy and Hanover, that JMS reviewed.  We also note that on page 49
you refer to the estimated earnings per share growth rate provided by Savoy for the years
2020 through 2025.  Please revise for consistency.

 FirstName LastNameMichael Puorro
 Comapany NameHanover Bancorp, Inc.
 February 16, 2021 Page 3
 FirstName LastName
Michael Puorro
Hanover Bancorp, Inc.
February 16, 2021
Page 3
Trading Markets, page 52
9.We note your disclosure that Hanover common stock will not be listed on any exchange or
established trading market upon consummation of the transactions under the merger
agreement.  Please revise your registration to disclose what your anticipated reporting
obligations will be under the Exchange Act following the consummation of the
transactions.
Information About Savoy Bank, page 100
10.Please provide quantitative and qualitative disclosures about market risk for Savoy Bank.
Refer to Item 17.(10) of Form S-4.
            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.
            You may contact Michelle Miller at (202) 551-3368 or David Irving at (202) 551-
3321 or  if you have questions regarding comments on the financial statements and related
matters.  Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202)
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance