SecProbe.io

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 LINKBANCORP, INC.
 1250 Camp Hill Bypass
 Camp Hill, PA 17011

 April 30, 2025

 Via Edgar

 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 LINKBANCORP, Inc.

 Registration Statement on Form S-3 (Registration No. 333-286701)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 LINKBANCORP, Inc., a Pennsylvania corporation (the “Company”), hereby requests that the Company's above-referenced Registration Statement
 on Form S-3 be declared effective at 4:00 p.m., Eastern Time, on May 5, 2025, or as soon thereafter as is practicable.

 Very truly yours,

 /s/ Carl Lundblad
 Carl Lundblad
 President
 (Duly Authorized Representative)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Andrew Samuel
Chief Executive Officer
LINKBANCORP, Inc.
1250 Camp Hill Bypass
Camp Hill, PA 17011

 Re: LINKBANCORP, Inc.
 Registration Statement on Form S-3
 Filed April 23, 2025
 File No. 333-286701
Dear Andrew Samuel:

 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: Benjamin M. Azoff, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 LINKBANCORP, INC.

1250 Camp Hill Bypass

Suite 202

 Camp Hill, PA
17011

 May 9, 2023

 VIA
EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:

LINKBANCORP, Inc.

Registration Statement on Form S-4 (Registration No. 333-271516)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

LINKBANCORP, Inc., a Pennsylvania corporation (the “Company”), hereby requests that the above-referenced Registration Statement on
Form S-4 be declared effective at 10:30 a.m., Eastern time, on May 12, 2023, or as soon thereafter as is practicable.

 Very truly yours,

/s/ Andrew Samuel

Andrew Samuel

Chief Executive Officer

(Duly Authorized Representative)

United States securities and exchange commission logo
May 5, 2023
Carl Lundblad
President
LINKBANCORP, Inc.
1250 Camp Hill Bypass
Suite 202
Camp Hill, PA 17011
Re:LINKBANCORP, Inc.
Registration Statement on Form S-4
Filed April 28, 2023
File No. 333-271516
Dear Carl Lundblad:
            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 John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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    September 9, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549

    Attention:  Mr. Eric Envall

            Re:

            LINKBANCORP, Inc. (the “Company”)

            Registration Statement on Form S-1 (File No. 333-267303)

            Joinder in Request for Acceleration of Effectiveness

    Dear Mr. Envall:

    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 LINKBANCORP, 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. Washington D.C. time
      on Tuesday, September 13, 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 1,204 copies of the Preliminary Prospectus dated September 9, 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.

            As Representative of the several Underwriters

            By: /s/ Sandra Farmer

            Name:   Sandra Farmer

            Title:  Sr. Vice President

            cc:

            Benjamin M. Azoff, Luse Gorman, PC

            Aaron A. Seamon, Squire Patton Boggs (US) LLP

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    [LINKBANCORP, INC. LETTERHEAD]

    September 9, 2022

    Via Edgar

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

          Re:

            LINKBANCORP, Inc.

            Registration Statement on Form S-1 (Registration Number 333-267303)

              Request for Acceleration of Effectiveness

    Ladies and Gentlemen:

    LINKBANCORP, Inc., a Pennsylvania corporation (the “Company”), hereby requests that the Company’s Registration Statement on Form S-1 be declared effective on September 13, 2022 at 4:00 pm, or as soon
      thereafter as is practicable.

            Very truly yours,

           /s/ Carl Lundblad

            Carl Lundblad

            President

United States securities and exchange commission logo
July 7, 2022
Andrew Samuel
Chief Executive Officer
LINKBANCORP, Inc.
3045 Market Street
Camp Hill, PA 17011
Re:LINKBANCORP, Inc.
Draft Registration Statement on Form S-1
Submitted June 30, 2022
CIK No. 0001756701
Dear Mr. Samuel:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 LINKBANCORP, Inc.

3045 Market Street

 Camp Hill, PA
17011

 August 10, 2021

 VIA EDGAR

Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: John Stickel

Re:
 LINKBANCORP, Inc.

 Registration Statement on Form S-4 (File
No. 333-255908)

 Request for Acceleration of Effective Date

Dear Mr. Stickel:

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, LINKBANCORP, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the
above-referenced Registration Statement on Form S-4 and declare the Registration Statement effective as of 1:00 p.m., Eastern time, on August 12, 2021, or as soon thereafter as possible. The Company also
requests the Commission to confirm such effective date and time in writing.

 In connection with this request for acceleration, the Company acknowledges
that:

•

 should 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 defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

LINKBANCORP, Inc.

 /s/ Andrew Samuel

By: Andrew Samuel

Title: Chairman and Chief Executive Officer

CORRESP
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CORRESP

 Richard Schaberg

 Partner

Hogan Lovells US LLP

 Columbia Square

555 Thirteenth Street, NW

 Washington, DC 20004

T +1 202 637 5671

 F +1 202 637 5910

Richard.schaberg@hoganlovells.com

www.hoganlovells.com

 July 13, 2021

 BY
EDGAR

 Mr. John Stickel

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 LINKBANCORP, Inc.

Amendment No. 1 Registration Statement on Form S-4

Filed on June 21, 2021

File No. 333-255908

Dear Mr. Stickel:

 This letter is
submitted on behalf of LINKBANCORP, Inc. (the “Company” or “LINK”) in response to a comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission in a letter to the Company dated July 6, 2021 with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed on June 21,
2021 (the “Registration Statement”).

 Concurrently with this response letter, the Company is filing Amendment
No. 2 to the Registration Statement (the “Amended Registration Statement”), which will include changes in response to the Staff’s comment. We have reproduced the Staff’s comment in italics below
followed by the response.

 Division of Corporation Finance

July 13, 2021

  Page
 2

 Amendment No. 1 to Form S-4 filed June 21, 2021

 Opinion of Boenning & Scattergood, Inc., Financial Advisor to GNB, page 2

1.
 We note your response and revised disclosure in response to our prior comment 3. Please also address if the
fairness opinion given to the board of directors of GNB addressed the consideration to be received for the fractional shares. Further, please address under “GNB’s Reasons for the Merger,” at page 105, how the consideration to be
received for fractional shares was considered as factor in evaluation of the merger and the merger agreement, or advise.

Response to Comment No. 1

As is customary for transactions of the kind described in the Amended Registration Statement, Section 2.04(m) of the Agreement and Plan
of Merger provides that no fractional shares of the Company’s common stock shall be issued in connection with the merger. Rather, in lieu of any such fractional shares, the Company shall pay to each holder of a fractional share of the
Company’s common stock an amount of cash (without interest) determined by multiplying the fractional share interest to which such holder would otherwise be entitled by Twelve Dollars ($12.00), rounded to the nearest whole cent.

As described in the Amended Registration Statement on pages 2, 107 and 152, the parties agreed to use $12.00 as the reference price on which
to cash out fractional shares, which was the price at which LINK, whose common stock was and continues to be thinly traded, recently completed a $5 million private placement of its common stock. The parties note that this represented a
premium to the trading price of LINK common stock of $10.74 as of December 10, 2020.

 Presently, there are 601 registered holders of
GNB Financial Services, Inc. (“GNB”) common stock and approximately 90 non-objecting beneficial owners. If each registered holder and each
non-objecting beneficial owner was entitled to receive 0.9 of a share of LINK common stock in the merger, the aggregate consideration payable by LINK to such holders would be less than $7,500, which is a de
minimis amount in light of the overall transaction value of approximately $60 million.

 Additionally, the parties note that the
Board of Directors of GNB (the “GNB Board”) was provided with a draft of the definitive merger agreement in advance of its meeting on December 10, 2020, at which meeting the GNB Board approved the merger agreement and
merger. The language of Section 2.04(m) appearing in the draft presented to the GNB Board in advance of the December 10, 2020 meeting and the language included in the execution version of the merger agreement is identical.

 Division of Corporation Finance

July 13, 2021

  Page
 3

 As described on page
109 of the Amended Registration Statement, prior to its approval of the merger agreement and merger on December 10, 2020, the GNB Board received presentations from its legal counsel and financial advisor, Pillar Aught LLC and
Boenning & Scattergood, Inc., respectively, during which presentations the material terms of the merger agreement and merger were described.

Due to the de minimis nature of the fractional share consideration in light of the overall transaction value, and as is customary in
the experience of such advisors, neither advisor specifically addressed in its presentation the consideration to be received by GNB shareholders for fractional shares. Similarly, the fairness opinion received by the GNB Board does not
specifically address the consideration to be received for fractional shares.

 While the GNB Board engaged in extensive discussion with its
legal and financial advisors at its December 10, 2020 and prior meetings concerning the proposed merger with LINK, and while the GNB Board received a draft of the merger agreement in advance of its December 10, 2020 meeting, the GNB Board
did not inquire of its advisors with respect to the consideration to be received for fractional shares. While each GNB director was free to consider any and all factors he or she deemed necessary or advisable in reaching his or her decision
with respect to whether to approve the merger agreement and merger, the parties are not aware that any director specifically considered the consideration to be received by GNB shareholders for fractional shares of LINK as a specific factor in
ultimately voting to support the transaction.

 In light of the foregoing, including the de minimis nature of the consideration to
be received by GNB shareholders for fractional shares, the parties do not believe that any additional disclosure is required to be included in the Amended Registration Statement regarding the consideration to be received for fractional shares.

Accounting Treatment of the Merger, page 17

2.
 We note your response to our comment 5. Please expand your analysis of ASC 805-10-55-11 through 55-15, to address the items below.

Response to Comment No. 2

•

 Clarify the reasons, under the authoritative literature, why the cash component was not considered to be an
indicative component in the determination of the accounting acquirer given that the GNB Board considered this an important factor in the approval of the business combination.

ASC 805-10-55-11
provides that “If a business combination is effected by transferring cash or other assets as the primary form of consideration, then the party transferring the assets is typically the acquirer.” The consideration exchanged in connection
with the business combination is primarily shares of LINK common stock, with a maximum of up to 20% of the outstanding GNB shares potentially exchanged for cash consideration, at the election of GNB shareholders, principally to accommodate GNB
shareholders who may desire liquidity of shares

 Division of Corporation Finance

July 13, 2021

  Page
 4

 (GNB or LINK) for which there is or
will be no active trading market, either pre or post combination. Accordingly, the stock component will constitute no less than 80% of the total consideration in the combination and is the primary form of consideration. Since cash is not the primary
form of consideration, ASC 805-10-55-11 is not applicable and the cash component is not considered to be an indicative component
in the determination of the accounting acquirer. Accordingly, the parties have followed the applicable guidance at ASC 805-10-55-12 which provides that all pertinent
facts and circumstances shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests.

•

 Indicate if the LINK outstanding stock options and warrants were considered to be “in-the-money” and if so, the reasons why these instruments were not considered in the determination of the voting interest ownership of the combined entity.

 Please refer to the response below.

•

 Indicate if the warrants and stock options issued and outstanding are expected to remain outstanding or are
they expected to be exercised with the proposed combination;

 As of March 31, 2021, LINK had 1,537,484
outstanding warrants and 82,400 vested stock options, all with an exercise price of $10 per share. At March 31, 2021, the closing price of LINK common stock reported on the Pink Open Market equaled $11.55 per share, indicating that the options
and warrants were marginally “in-the-money.” However, LINK does not expect the outstanding warrants and/or options to be exercised with the business
combination nor does it consider it reasonable that the warrant holders, in particular, would exercise their warrants individually in the near-term. Rather, LINK considered it more reasonable and likely that the warrant holders would exercise and
sell shares underlying their warrants in connection with a future capital raising effort, the timing of which cannot be predicted at this time. Nonetheless, LINK completed an analysis to determine the impact of the warrant and option holders
exercising their respective instruments and purchasing shares equal to the net proceeds of $1.55 per share which would add an approximate 220,000 shares to the LINK shareholder base. This amount represents between 2.1% and 2.3% of the
post-combination outstanding shares, or a variation in post-combination ownership percentage across all election scenarios of 108 basis points and does not materially affect the analysis of relative voting rights, which, as explained in LINK’s
prior response, due to the structure of the merger consideration, results in post-combination ownership ranging from current GNB shareholders holding between approximately 47.8% and approximately 53.4% of the outstanding voting interest of the
combined company. Given all of the foregoing factors, the outstanding warrants and options were not considered material while evaluating the ownership interest or voting rights after the combination in accordance with ASC 805-55-12.

 Division of Corporation Finance

July 13, 2021

  Page
 5

•

 We note the CEO had a large voting interest in LINK prior to the merger. Address how this was considered,
along with the other directors and executive officers of LINK in the determination of the existence of a large minority voting interest in the determination of the accounting acquirer.

ASC 805-10-55-12, provides, in relevant part, that other facts
and circumstances to be considered in identifying the accounting acquirer include the existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest. Upon
completion of the combination, the shares of common stock owned by LINK’s CEO are anticipated to represent 2.1% to 2.3% of the outstanding shares of the combined entity. Shares owned by all
pre-combination directors and executive officers, including the CEO, of LINK (excluding shares with respect to which beneficial ownership is disclaimed as noted in footnote 10 on page 64 of the Amended
Registration Statement), are anticipated to represent 5.7% to 6.4% of the outstanding shares of the combined entity. Similarly, the shares of GNB common stock owned by an independent director of GNB, if all such shares are exchanged for shares of
LINK common stock, would represent 2.3% to 2.6% of the outstanding shares of the combined entity. Collectively, shares of GNB common stock owned by all GNB executive officers and directors, if all such shares are exchanged for shares of LINK common
stock, would represent between 4.1% to 4.5% of the outstanding shares of the combined entity. Accordingly, with respect to both LINK and GNB, there is no one executive or director nor is there a collective of all executives and directors or any
other organized shareholder group who would have a large minority voting interest in the combined entity.

•

 Provide a more detailed analysis evaluating the composition of senior management of the combined entity. The
analysis should consider the executive chairman of the board, the chief executive officer, the chief operating officer, the chief financial officer, and members of the executive committee, if one exists, as well as any other specific factors
considered.

 In considering the composition of the senior management of the combined entity, as provided in ASC 805-10-55-12, it is noted that the current Chairman of GNB will serve as the Chairman of the combined entity and the Chief Executive
Officer of GNB will be the Executive Chairman of The Gratz Bank, as the sole operating bank subsidiary of LINK upon completion of the combination. LINK’s current Chief Executive Officer, President, Chief Operating Officer and Chief Financial
Officer will each retain such roles with the combined entity. LINK does not maintain an executive committee. However, the senior management of the combined entity will include the foregoing, as well as the current Chief Financial Officer, Chief
Operating Officer and Senior Agricultural and Commercial Lending Officer of GNB, who have each entered into employment agreements to serve as Senior Vice President, Market President; Senior Vice President, Senior Risk Officer; and Senior Vice
President, Agriculture and Consumer Lending,

 Division of Corporation Finance

July 13, 2021

  Page
 6

 respectively. This structure,
retaining and incorporating each entity’s management into the management of the combined entity, reflects both the intent of the parties that the combination reflect a true “merger of equals” as well as the objective of the GNB board
of directors to obtain the talent it identified as necessary to continue GNB’s historically strong financial performance and remain an independent community bank. Through this structure, it should be noted that any material strategic
initiatives of the combined entity would require the approval of the Board of Directors, thus limiting the overall control that senior management would exercise. Based on the foregoing, it was concluded that neither combining entity’s
management team will dominate the management of the combined entity.

•

 Given the significance of the premium paid, which was an important factor in the GNB Board approval of the
business combination, provide an expanded discussion of why the per share amount to be paid by LINK would not support a reliable determination of fair market value, as your response has indicated.

According to ASC
805-10-55-12, one consideration in determining the accounting acquirer in a business combination is the entity that pays a
premium over the precombination fair value of the equity interest of the other combining entity. In determining fair value of the equity interest of each of GNB and LINK for purposes of this evaluation, it is noted that shares of the common stock of
each company are generally illiquid. As reported on the Pink Open Market, the average daily trading volume of GNB shares for the period from June 2020 through June 2021 was approximately 270 shares, and the average daily trading volume of LINK
shares for the same period was 260 shares. Since no active trading market existed for the common stock of either GNB or LINK, it was determined that the prices reported on the Pink Open Market are generally not a reliable indication of the fair
value of either entity’s equity interest. In assigning an implied value to the stock consideration, the parties agreed to utilize an assumed per share value of LINK’s common stock of $12.00, which represents a premium of 153% of
LINK’s tangible book value per share at December 31, 2020 (as well as a premium to LINK’s closing price of $10.74 per share reported on the Pink Open Market on December 9, 2020, the day prior to the public announcement of the
combination). The implied val

United States securities and exchange commission logo
July 6, 2021
Andrew Samuel
Chief Executive Officer
LINKBANCORP, Inc.
3045 Market Street
Camp Hill, PA 17011
Re:LINKBANCORP, Inc.
Amendment No. 1 Registration Statement on Form S-4
Filed on June 21, 2021
File No. 333-255908
Dear Mr. Samuel:
            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 June 3, 2021 letter.
Amendment No. 1 to Form S-4 filed June 21, 2021
Opinion of Boenning & Scattergood, Inc., Financial Advisor to GNB, page 2
1.We note your response and revised disclosure in response to our prior comment 3.  Please
also address if the fairness opinion given to the board of directors of GNB addressed the
consideration to be received for the fractional shares.  Further, please address under
"GNB's Reasons for the Merger," at page 105, how the consideration to be received for
fractional shares was considered as factor in evaluation of the merger and the merger
agreement, or advise.
Accounting Treatment of the Merger, page 17
2.We note your response to our comment 5. Please expand your analysis of ASC 805-10-55-

 FirstName LastNameAndrew Samuel
 Comapany NameLINKBANCORP, Inc.
 July 6, 2021 Page 2
 FirstName LastNameAndrew Samuel
LINKBANCORP, Inc.
July 6, 2021
Page 2
11 through 55-15, to address the items below.
•Clarify the reasons, under the authoritative literature, why the cash component was
not considered to be an indicative component in the determination of the accounting
acquirer given that the GNB Board considered this an important factor in the
approval of the business combination.
•Indicate if the LINK outstanding stock options and warrants were considered to be
“in-the-money” and if so, the reasons why these instruments were not considered in
the determination of the voting interest ownership of the combined entity.
•Indicate if the warrants and stock options issued and outstanding are expected to
remain outstanding or are they expected to be exercised with the proposed
combination;
•We note the CEO had a large voting interest in LINK prior to the merger. Address
how this was considered, along with the other directors and executive officers of
LINK in the determination of the existence of a large minority voting interest in the
determination of the accounting acquirer.
•Provide a more detailed analysis evaluating the composition of senior management of
the combined entity. The analysis should consider the executive chairman of the
board, the chief executive officer, the chief operating officer, the chief financial
officer, and members of the executive committee, if one exists, as well as any other
specific factors considered.
•Given the significance of the premium paid, which was an important factor in  the
GNB Board approval of the business combination, provide an expanded discussion of
why the per share amount to be paid by LINK would not support a reliable
determination of fair market value, as your response has indicated.
•Provide an expanded discussion which also addresses the operating results and
financial position of both entities reflective of the interim period ended March 31,
2021 in addressing ASC 805-10-55-13.
•Discuss whether LINK or GNB initiated the merger discussion and how this was
considered in addressing ASC 805-10-55-14.

Unaudited Pro Forma Combined Financial Data for LINKBANCORP, Inc.
Notes to Unaudited Pro Forma Combined Financial Statements, page 28
3.Please revise to provide a reconciliation which specifies the details of the individual
adjustments for both Surplus and Retained Earnings within Shareholders' Equity as of
March 31, 2021.
Material U.S. Federal Income Tax Consequences of the Merger, page 139
4.We note your response to prior comment 14.  We further note the revision at page 140 that
the opinions are set forth in the prospectus.  Please clarify to us if exhibit 8.2 is intended
to be a short-form opinion, or advise.   If it is intended to be a short-form opinion, the
exhibit must also state clearly that the disclosure in the tax consequences section of the

 FirstName LastNameAndrew Samuel
 Comapany NameLINKBANCORP, Inc.
 July 6, 2021 Page 3
 FirstName LastName
Andrew Samuel
LINKBANCORP, Inc.
July 6, 2021
Page 3
prospectus is the opinion of the named counsel.  Also, if the prospectus is serving as the
opinion, please remove your disclosure that suggests this section represents a "summary"
of the tax opinion.  For guidance, refer to Section III.B.1. and 2. of Staff Legal Bulletin
No. 19.  In exhibit 8.2, please remove the statement limiting reliance by any other person
or entity other than the Board of Directors, when you file your signed and dated opinion.
Refer to Section III.D.1. of Staff Legal Bulletin No. 19.
            You may contact Michael Henderson at 202-551-3364 or Marc Thomas at 202-551-
3462 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 Richard Schaberg

 Partner

Hogan Lovells US LLP

 Columbia Square

555 Thirteenth Street, NW

 Washington, DC 20004

T +1 202 637 5671

 F +1 202 637 5910

Richard.schaberg@hoganlovells.com

www.hoganlovells.com

 June 21, 2021

 BY
EDGAR

 Mr. John Stickel

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 LINKBANCORP, Inc.

Registration Statement on Form S-4

Filed on May 7, 2021

File No. 333-255908

Dear Mr. Stickel:

 This letter is submitted
on behalf of LINKBANCORP, Inc. (the “Company”) in response to a comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in a letter to the Company dated June 3, 2021 with respect to the Company’s Registration Statement on Form S-4 filed on May 7, 2021 (the
“Registration Statement”).

 Concurrently with this response letter, the Company is filing Amendment No. 1 to
the Registration Statement (the “Amended Registration Statement”), which will include changes in response to the Staff’s comment. We have reproduced the Staff’s comment in italics below followed by the
response.

 Division of Corporation Finance

June 21, 2021

  Page
 2

 Form S-4 filed May 7, 2021

General, page i

1.
 We note your disclosure on page 37 that cybersecurity risks are increased as the result of an increase in
the number of employees working remotely, and on page 95 that community banks have become a primary focus of cyber criminals. To the extent that cybersecurity risks are material to your business, please disclose under an appropriately captioned
section the nature of the board’s role in overseeing your cybersecurity risk management, the manner in which the board administers this oversight function and any effect this has on the board’s leadership structure.

 Response to Comment No. 1

In response to the Staff’s comment, the Company has revised the disclosure in the Amended Registration Statement on page 71 to discuss the
board’s role in the oversight of cybersecurity risk management.

 Questions and Answers About the Merger and the Shareholder Meetings, page 1

2.
 We note from your disclosure on pages 25 and 30 that following the merger it is expected that current LINK
shareholders will own 52.17% of the outstanding shares and former shareholders of GNB will own 47.83% of the outstanding shares. Please disclose anticipated post-merger ownership interests with a Question and Answer in this section.

 Response to Comment No. 2

In response to the Staff’s comment, the Company has revised the disclosure in the Amended Registration Statement on page 2 to include a
Question and Answer regarding anticipated post-merger ownership interests. The Company has also revised the disclosure on pages 22, 34 and 144 to clarify the anticipated post-merger ownership interests.

Will GNB shareholders receive any fractional shares, page 2

3.
 Please explain to us how it was determined that LINK will pay GNB shareholders the cash value of a
fractional share in an amount determined by multiplying the fractional share interest by $12.00, and include a discussion here and in the Background of the Merger section, if applicable.

 Division of Corporation Finance

June 21, 2021

  Page
 3

 Response to Comment No. 3

Although the Company’s common stock is quoted on the Pink Open Market, there is no active trading market for the Company’s common
stock. Accordingly, for purposes of determining the merger consideration, including the value of a fractional share, the parties mutually agreed to value the Company’s stock at $12.00 per share, which is the price at which the Company completed
a $5 million private placement of common stock in early October 2020. In response to the Staff’s comment, the Company has revised the disclosure in the Amended Registration Statement on pages 2 and 151 to include discussion of the
parties’ determination of the value of a fractional share.

 Interests of GNB’s Directors and Executive Officers in the Merger, page 12

4.
 We note from your disclosure on page 131 that Wesley Weymers will be eligible to receive retention bonuses
in connection with the merger. Please quantify these bonuses here and briefly summarize the terms of Mr. Weymers’ compensation following the closing of the merger.

Response to Comment No. 4

In response to the Staff’s comment, the Company has revised the disclosure in the Amended Registration Statement on pages 13 and 35 to
briefly summarize the terms of Mr. Weymers’ compensation following the closing of the merger.

 Accounting Treatment of the Merger, page 16

5.
 We note the disclosures discussing the accounting treatment for the business combination. Please provide us
with your accounting analysis in regard to the determination of the accounting acquirer as outlined in ASC 805-10-55-10 to ASC 805-10-55-15.

Response to Comment No. 5

Below is the Company’s accounting analysis in regard to the determination of the accounting acquirer as outlined in ASC 805-10-55-10 to ASC
805-10-55-15:

 Based on the
guidance contained within Accounting Standards Codification (“ASC”) Section 805, Business Combinations, the Company has determined that the merger qualifies as a business combination and will be accounted for using the acquisition
method of accounting as defined within ASC 805.

 Division of Corporation Finance

June 21, 2021

  Page
 4

 As part of applying the acquisition method of accounting, the Company was required to identify the acquirer
in the business combination. ASC 805-10-25-5 indicates that guidance in Subtopic 810-10
(Consolidation) related to determining the existence of a controlling financial interest should be used to identify the acquirer, which is broadly defined as the entity that obtains control of the acquiree. According to ASC 810-10-25-1, “For legal entities other than limited partnerships, consolidation is appropriate if a reporting entity has a
controlling financial interest in another entity and a specific scope exception does not apply. The usual condition for a controlling financial interest is ownership of a majority voting interest, but in some circumstances control does not rest with
the majority owner.” Should the guidance within the Consolidation subtopic not clearly indicate the acquirer, factors in paragraphs
805-10-55-11 through 55-15 should be used to help determine the acquiring entity.

In applying the guidance in ASC 810 and ASC
805-10-25-5, it was not necessarily determinative as to which group of shareholders would control the majority of the voting
rights at the time of merger. Because up to 20% of the GNB Financial Services, Inc. (“GNB”) shares may be exchanged for the cash consideration, there is a range of possible ownership percentages post-merger ranging from GNB
shareholders holding approximately 47.8% to up to approximately 53.4% of the outstanding voting interest of the combined company. Since GNB shareholders are entitled to elect the form of their consideration (subject to the proration procedures
described in the Registration Statement), the resulting ownership and resultant control of the combined company following the merger is ultimately up to the decision of the GNB shareholders.

Due to the fact that the post-merger control of the company cannot be readily determined, currently, the Company referred to additional guidance within ASC 805-10-55-11 to 55-15 to determine the accounting acquirer of the business combination, while
noting that given that the merger is a merger of equals, many of the factors are non-determinative because they are evenly split between GNB and the Company. This guidance and the Company’s related
analysis are as follows:

•

 If a business combination is effected by transferring cash or other assets as the primary form of consideration,
then the party transferring the assets is typically the acquirer.

 Analysis: Since the cash component of the
business combination is no more than 20% of the consideration, this criteria does not apply.

•

 If the business combination is primarily effected by the exchange of equity interests, the acquirer is typically
the entity that issues the equity interests. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including:

•

 The relative voting rights of the combined entity after the business combination. In determining which group of
owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special voting arrangements and options, warrants, or convertible securities.

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June 21, 2021

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 5

 Analysis: The selection of the Company as the legal acquirer was negotiated by the
parties and determined following extensive discussion and the conclusion that such selection was in the best interests of both parties. As stated above, there is a range of possible ownership percentages post-merger ranging from current GNB
shareholders holding between approximately 47.8% and approximately 53.4% of the outstanding voting interest of the combined company. Ultimately, since there is no “cram down” provision requiring any cash be distributed to GNB shareholders,
the resulting ownership and resultant control of the company is up to the decision of the GNB shareholders in electing their desired form of consideration. While the Company has outstanding founders warrants, these warrants do not have voting
rights. Additionally, the Company does not consider it reasonable that the warrant holders would exercise their warrants individually or in the near-term. Rather, the Company considered it more reasonable and likely that the warrant holders would
exercise and sell their respective warrant-related shares in conjunction with a future capital raising effort of the Company, the timing of which cannot be predicted at this time. As such, the outstanding warrants were not included as part of the
Company’s voting interests for purposes of this analysis.

•

 The existence of a large minority voting interest in the combined entity if no other owner or organized group of
owners has a significant voting interest.

 Analysis: This situation does not apply to the business combination.

•

 The composition of the governing body of the combined entity. The acquirer is usually the combining entity whose
owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity.

Analysis: The Board of Directors of the combined company and the combined bank will each be evenly split among the two entities with
the chairperson of the company board being the existing chairperson of GNB, and the chairperson of the bank board being the current CEO of GNB and The Gratz Bank (“Gratz Bank”).

•

 The composition of the senior management of the combined entity. The acquirer usually is the combining entity
whose former management dominates the management of the combined entity.

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June 21, 2021

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 6

 Analysis: The current CEO of GNB will serve as Executive Chairman of Gratz Bank. The
remaining current executives of GNB will continue with the combined company in senior management roles. The Company’s executives will also continue in their roles with the combined company, thereby acquiring the talent that the GNB board
identified was necessary to sustain Gratz Bank.

•

 The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium
over the precombination fair value of the equity interests of the other combining entity or entities.

 Analysis:
Based on the price per share of the Company’s common stock and GNB’s common stock reported on the Pink Open Market on December 9, 2020, the day prior to public announcement of the merger, the Company would appear to be paying a slight
premium to GNB shareholders. Considering the Company’s closing price of $10.74, and adjusted for the exchange ratio, the merger consideration would equate to $78.47 per share, which is a premium to the reported closing price of GNB common stock
on that date of $49.00. However, this provides very limited direction when consideration is given to the fact that there is no active trading market for either GNB’s or the Company’s stock that would support a reliable determination of
fair market value. Indeed, for this reason, the parties negotiated the merger consideration utilizing an assumed per share value of the Company’s common stock of $12.00 (which is the price at which the Company issued $5 million in shares
in an October 2020 private placement). From an investor’s valuation perspective, this represents 153% of the Company’s tangible book value per share at December 31, 2020. Comparatively, the aforementioned $78.47 per share value for
GNB represents just 128% of GNB’s tangible book value per share at December 31, 2020.

•

 The acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenue, or
earnings) is significantly larger than that of the other combining entity.

 Analysis: Below is a comparison of
the two entities, which shows that GNB is contributing greater assets, deposits, equity, and earnings to the combined company.

 Division of Corporation Finance

June 21, 2021

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 7

Data as of 12/31/20

(dollars in $ 000’s)

LINK

GNB

 Investment Securities

$
79,205

$
125,447

 Gross Loans

$
327,391

$
236,584

 Assets

$
424,106

$
430,530

 Deposits

$
283,054

$
375,124

 Equity

$
40,334

$
50,674

 Net Income (Loss)

$
(1,764
)

$
4,193

 No single factor was the sole determinant in the overall conclusion related to the acquirer for accounting purposes; rather
all factors were considered in reaching a conclusion. Qualitatively, the transaction involves the Company’s subsidiary bank, LINKBANK, merging with and into GNB’s subsidiary bank, The Gratz Bank, with the Gratz Bank charter surviving the
merger. Since all of the significant revenue generating activities along with their associated expenses reside at the bank level, management places significant weight on the fact that a mature, stable bank in Gratz Bank, which has stable net income
with excess available funding and historical positive retained earnings is acquiring LINKBANK as an opportunity to utilize LINKBANK’s presence in higher growth markets to deploy its excess available funds into higher yielding loans to produce
an increased shareholder return to GNB shareholders and acquire needed talent to sustain and grow Gratz Bank. Another factor that received greater weight in the Company’s analysis is the overall control that GNB shareholders maintain over the
ownership of the combined company. Given the fact that GNB shareholders, in the aggregate, have the option to select to receive 100% of their consideration in the Company’s stock, which would result in the current GNB shareholders maintaining
approximately 53.4% ownership in the combined company, they will essentially control the ownership of the combined entity. Taking into consideration all of the aforementioned facts and considerations of the merger, the Company has concluded that the
acquiring entity in the business combination is GNB. As such, GNB was considered the accounting acquirer with the Company being the legal acquirer and the business combination will be accounted for as a reverse acquisition.

Unaudited Pro Forma Combined Financial Data for LINKBANCORP, Inc.

Notes to Unaudited Pro Forma Combined Financial Statements, page 24

6.
 We note that certain of the transaction adjustments include more than one adjustment. In these cases, in the
related footnotes, please provide details of these adjustments which should agree to the amounts reflected in the pro forma financial statemen

United States securities and exchange commission logo
June 3, 2021
Andrew Samuel
Chief Executive Officer
LINKBANCORP, Inc.
3045 Market Street
Camp Hill, PA 17011
Re:LINKBANCORP, Inc.
Registration Statement on Form S-4
Filed on May 7, 2021
File No. 333-255908
Dear Mr. Samuel:
            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.
Form S-4 filed May 7, 2021
General, page i
1.We note your disclosure on page 37 that cybersecurity risks are increased as the result of
an increase in the number of employees working remotely, and on page 95
that community banks have become a primary focus of cyber criminals.  To the extent that
cybersecurity risks are material to your business, please disclose under an appropriately
captioned section the nature of the board’s role in overseeing your cybersecurity risk
management, the manner in which the board administers this oversight function and any
effect this has on the board’s leadership structure.
Questions and Answers About the Merger and the Shareholder Meetings, page 1
2.We note from your disclosure on pages 25 and 30 that following the merger it is expected

 FirstName LastNameAndrew Samuel
 Comapany NameLINKBANCORP, Inc.
 June 3, 2021 Page 2
 FirstName LastNameAndrew Samuel
LINKBANCORP, Inc.
June 3, 2021
Page 2
that current LINK shareholders will own 52.17% of the outstanding shares and former
shareholders of GNB will own 47.83% of the outstanding shares.  Please
disclose anticipated post-merger ownership interests with a Question and Answer in this
section.
Will GNB shareholders receive any fractional shares, page 2
3.Please explain to us how it was determined that LINK will pay GNB shareholders the cash
value of a fractional share in an amount determined by multiplying the fractional share
interest by $12.00, and include a discussion here and in the Background of the Merger
section, if applicable.
Interests of GNB's Directors and Executive Officers in the Merger, page 12
4.We note from your disclosure on page 131 that Wesley Weymers will be eligible to
receive retention bonuses in connection with the merger.  Please quantify these bonuses
here and briefly summarize the terms of Mr. Weymers' compensation following the
closing of the merger.
Accounting Treatment of the Merger , page 16
5.We note the disclosures discussing the accounting treatment for the business combination.
Please provide us with your accounting analysis in regard to the determination of the
accounting acquirer as outlined in ASC 805-10-55-10 to ASC 805-10-55-15.
Unaudited Pro Forma Combined Financial Data for LINKBANCORP, Inc.
Notes to Unaudited Pro Forma Combined Financial Statements, page 24
6.We note that certain of the transaction adjustments include more than one adjustment.  In
these cases, in the related footnotes, please provide details of these adjustments which
should agree to the amounts reflected in the pro forma financial statements.
7.Please revise Note 4 to disclose the weighted average life of the loans acquired.
8.Please revise Note 9 to explain the reasons for and the components of the pro forma
adjustment increase in retained earnings.
9.Please revise Note 10 to disclose the expected amortization period for the fair value
premium associated with the FHLB advances.
Risk Factors
The Covid-19 pandemic is adversely impacting LINK and its customers, page 36
10.We note the disclosure that LINK has instituted payment deferral programs.  Please
quantify the number and dollar amount of loans that are in forbearance to the most recent
practicable date so that investors may assess the risk, or advise.  Similarly provide risk
factor disclosure for GNB, if applicable.

 FirstName LastNameAndrew Samuel
 Comapany NameLINKBANCORP, Inc.
 June 3, 2021 Page 3
 FirstName LastNameAndrew Samuel
LINKBANCORP, Inc.
June 3, 2021
Page 3
Information Regarding Forward-Looking Statements, page 51
11.Please remove your reference to the Private Securities Litigation Reform Act of 1995 as
Section 27A(b)(1)(C) of the Securities Act and Section 21E(b)(1)(C) of the Securities
Exchange Act expressly state that the safe harbor for forward looking statements does not
apply to statements made by companies that are not reporting companies under section
13(a) or 15(d) of the Securities Exchange Act.
Name of Beneficial Owners, page 58
12.Please provide the natural persons with voting and dispositive control over the shares
listed in the table for Strategic Value Private Investors LP, EJ Capital LLC, and FJ Capital
Management LLC.
Background of the Merger, page 94
13.We note your disclosure that the board of directors and senior management of LINK and
GNB regularly and in the ordinary course review and evaluate acquisitions of branches or
business lines, and strategic partnerships or affiliations with other financial institutions.
Your disclosure does not appear to mention any discussions of business combinations by
LINK with any entities other than GNB.  Please explain the extent to which
LINK considered opportunities with any other companies during this time period.  If no
other companies were considered as potential merger partners, please explain why LINK
did not expand its search.
Material U.S. Federal Income Tax Consequences of the Merger, page 133
14.Please revise this section to set forth counsels' opinions of each material tax consequence.
For example, the disclosure on page 134 states that the merger is "intended to qualify" as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code instead
of setting forth counsels' opinions as to whether the merger qualifies as a reorganization
within the meaning of Section 368(a) of the Code.  For further guidance, please refer to
Staff Legal Bulletin No. 19.
The Merger Agreement
Termination, page 158
15.We note the disclosure that GNB may terminate the agreement if the volume weighted
average price for the shares of LINK stock over a period of time is below a certain price,
but that LINK may elect to increase the merger consideration in this situation and the
merger agreement will not terminate.  Please explain if or how this will be communicated
to shareholders if LINK elects to increase the merger consideration in this situation.  Also
explain if the timing of this increase may occur after shareholders vote on the merger.

 FirstName LastNameAndrew Samuel
 Comapany NameLINKBANCORP, Inc.
 June 3, 2021 Page 4
 FirstName LastName
Andrew Samuel
LINKBANCORP, Inc.
June 3, 2021
Page 4
LINKBancorp, Inc. and subsidiary
Summary of Significant Accounting Policies , page F-16
16.Please revise to provide an accounting policy addressing the warrants.
            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 Michael Henderson at 202-551-3364 or Marc Thomas at 202-551-
3452 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance