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 miff20250311_corresp.htm

 MIFFLINBURG BANCORP, INC.
250 East Chestnut Street
Mifflinburg, Pennsylvania 17844

 March 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street N.E.

 Washington, D.C. 20549

 Re:

 Mifflinburg Bancorp, Inc. (the “Company”)

 Registration Statement on Form S‑4

 File No. 333‑284191

 Ladies and Gentlemen:

 The undersigned hereby requests, pursuant to Rule 461, promulgated under the Securities Act of 1933, as amended, that the above‑referenced Registration Statement on Form S‑4 (File No. 333‑284191) (the “Form S‑4) of the Company be declared effective at 4:30 p.m., Eastern Time, on Friday, March 14, 2025, or as soon thereafter as is practicable. We respectfully request that we be notified of such effectiveness by a telephone call to Dean H. Dusinberre of Stevens & Lee, P.C., at 717‑255‑7378, and that such effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form S‑4.

 Very truly yours,

 MIFFLINBURG BANCORP, INC.

 By: /s/ Jeffrey J. Kapsar

 Jeffrey J. Kapsar

 President and Chief Executive Officer

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17 N. Second Street, 16th Floor

Harrisburg, PA 17101

(717) 234-1090

www.stevenslee.com

T:  (717) 255-7378

F:  (610) 371-7978

dean.dusinberre@stevenslee.com

February 18, 2025

Via EDGAR

Aisha Adegbuyi

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

			Re:

			Mifflinburg Bancorp, Inc. Registration Statement on Form S-4

			Filed January 10, 2025 – File No. 333-284191

Dear Ms. Adegbuyi:

This letter is submitted on behalf of Mifflinburg Bancorp, Inc. (“Mifflinburg”) in response to comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated February 11, 2025 with respect to Mifflinburg’s Amendment No. 1 to Registration Statement on Form S-4 filed on February 10, 2025 (together with the registration statement filed on Form S-4 on January 10, 2025, the “Registration Statement”).

Concurrently with this response letter, Mifflinburg is filing Amendment No. 2 to the Registration Statement, which will include changes in response to the Staff’s comments. We have reproduced the Staff’s comments in italics below, followed by Mifflinburg’s response.

Amendment No. 1 to Registration Statement on Form S-4

Summary

Northumberland’s Reasons for the Merger; Recommendation of Northumberland’s Board of Directors, Page 14

1.         Reference is made to the second bullet point on page 15 where you state, “total one-time merger related expenses of $14.5 million to be recognized in the closing quarter (1st quarter 2025).” Please tell us, with a view toward disclosure, how this reconciles with disclosure of expenses in the third risk factor on page 46, as well as the information included in the pro forma financial statements and the related notes.

RESPONSE: In response to the Staff’s comment, Mifflinburg has revised the disclosure in the second bullet point on page 15, revised the description in Note M to the pro forma financial statements on page 36, and revised the disclosure in the risk factor on page 46.

General

2.         We note that you filed a Form 8-K on February 5, 2025, to report your fourth quarter 2024 earnings. Please include a recent developments section to discuss such results. In addition, tell us whether Northumberland has released their fourth quarter results and if not, whether you expect any material changes in their results of operations.

Allentown    ●    Bergen County    ●    Bala Cynwyd    ●    Fort Lauderdale    ●    Harrisburg    ●    Lancaster   ●   New York

Philadelphia    ●     Princeton    ●    Reading    ●    Rochester    ●    Scranton    ●    Valley Forge    ●    Wilkes-Barre    ●    Wilmington

A PROFESSIONAL CORPORATION

February 18, 2025

Page 2

RESPONSE: In response to the Staff’s comment, Mifflinburg has added a Recent Developments section beginning on page 93. Northumberland did not release fourth quarter results separately from the disclosure set forth in the Recent Developments section. As set forth in the Recent Developments section, “Northumberland does not expect any material changes since the quarter ended September 30, 2024 in the results of Northumberland’s operations.”

If you have any questions or would like additional information in connection with Mifflinburg’s responses to the Staff’s comments, please do not hesitate to contact me.

			Very truly yours,

			STEVENS & LEE

			/s/ Dean H. Dusinberre

C:         Jeffrey J. Kapsar, President & CEO

February 11, 2025
Jeffrey J. Kapsar
Chief Executive Officer
Mifflinburg Bancorp, Inc.
250 East Chestnut Street
Mifflinburg, PA 17844
Re:Mifflinburg Bancorp, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed February 10, 2025
File No. 333-284191
Dear Jeffrey J. Kapsar:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 6, 2025  letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary
Northumberland’s Reasons for the Merger; Recommendation of Northumberland’s Board of
Directors, page 14
1.Reference is made to the second bullet point on page 15 where you state, "total one-
time merger related expenses of $14.5 million to be recognized in the closing quarter
(1st quarter 2025)". Please tell us, with a view toward disclosure, how this reconciles
with disclosure of expenses in the third risk factor on page 46, as well as the
information included in the pro forma financial statements and the related notes.
General
We note that you filed a Form 8-K on February 5, 2025, to report your fourth quarter 2.

February 11, 2025
Page 2
2024 earnings. Please include a recent developments section to discuss such results. In
addition, tell us whether Northumberland has released their fourth quarter results and
if not, whether you expect any material changes in their results of operations.
            Please contact Victor Cecco at 202-551-2064 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aisha Adegbuyi at 202-551-8754 or Todd Schiffman at 202-551-3491 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Dean H. Dusinberre, Esq.

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17 N. Second Street, 16th Floor

Harrisburg, PA 17101

(717) 234-1090

www.stevenslee.com

T:  (717) 255-7378

F:  (610) 371-7978

dean.dusinberre@stevenslee.com

February10, 2025

Via EDGAR

Aisha Adegbuyi

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

			Re:

			Mifflinburg Bancorp, Inc. Registration Statement on Form S-4

			Filed January 10, 2025 – File No. 333-284191

Dear Ms. Adegbuyi:

This letter is submitted on behalf of Mifflinburg Bancorp, Inc. (“Mifflinburg”) in response to comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated February 6, 2025 with respect to Mifflinburg’s registration statement on Form S-4 filed on January 10, 2025 (the “Registration Statement”).

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

Registration Statement on Form S-4

Questions and Answers

What vote is required for the approval of each proposal, page 4

1.         Please clarify the percentage vote needed after the voting agreements are taken into account.

RESPONSE: In response to the Staff’s comment, Mifflinburg has revised the disclosure on page 5.

Summary, page 12

2.         Please revise your disclosure to include the pre-merger and post-merger organizational chart or advise.

RESPONSE: In response to the Staff’s comment, Mifflinburg has included a pre-merger and post-merger organizational chart on page 13.

Risk Factors

Mifflinburg and Northumberland are expected to incur substantial costs related to the merger, page 46

3.         Please quantify the various expected costs related to the merger and integration.

RESPONSE: In response to the Staff’s comment, Mifflinburg has revised the disclosure on page 46.

Allentown    ●    Bergen County    ●    Bala Cynwyd    ●    Fort Lauderdale    ●    Harrisburg    ●    Lancaster   ●   New York

Philadelphia    ●     Princeton    ●    Reading    ●    Rochester    ●    Scranton    ●    Valley Forge    ●    Wilkes-Barre    ●    Wilmington

A PROFESSIONAL CORPORATION

February 10, 2025

Page 2

The shares of Mifflinburg common stock to be received by Northumberland shareholders as a result of the merger, page 51

4.         Please revise this risk factor to include a more particularized discussion of the risks related to the different rights associated with Mifflinburg common stock, similar to the discussion you included on page 164.

RESPONSE: In response to the Staff’s comment, Mifflinburg has revised the disclosure on pages 51 and 52.

Information about Mifflinburg and Mifflinburg Bank Employees, page 72

5.         We note your disclosure that Mifflinburg had 81 employees as of September 30,2024. Please clarify how many of your employees are full-time employees and how many are part-time employees.

RESPONSE: In response to the Staff’s comment, Mifflinburg has revised the disclosure on page 73.

The Merger

Background of the Merger, Page 104

6.         Clarify whether Northumberland management was having conversations with any other institutions about a potential transaction. Also clarify whether the May 2024 lunch conversation was the first recent contact between the two managements to discuss a potential transaction.

RESPONSE: In response to the Staff’s comment, Mifflinburg has revised the discourse on page 105.

7.         Reference is made to the second sentence of the third paragraph on page 106. Clarify whether the initial conversation ratio was modeled by Mifflinburg or the result of negotiations.

RESPONSE: In response to the Staff’s comment, Mifflinburg has revised the disclosure on page 106.

Mifflinburg’s Reasons for the Merger, page 109

8.         In the tenth bullet point, please summarize the expected “operating efficiencies and cost synergies.”

RESPONSE: In response to the Staff’s comment, Mifflinburg has revised the disclosure in the bullet point on page 110.

Material U.S. Federal Income Tax Consequences of the Merger, page 158

9.         In the final paragraph on page 160, please remove the statement that the discussion is “for general information only.”

RESPONSE: In response to the Staff’s comment, Mifflinburg has removed the statement as requested from page 160.

Comparison of the Rights of Mifflinburg Shareholders and Northumberland Shareholders, page 164

10.         Under the “Size of Board of Directors,” clarify the number of directors of the combined company.

RESPONSE: In response to the Staff’s comments, Mifflinburg has revised the disclosure on page 164.

Exhibit 10.1, page II-2

11.         Please correct the link to the Agreement. Please assure that all links are to the proper exhibit.

February 10, 2025

Page 3

RESPONSE:         In response to the Staff’s comment, Mifflinburg has corrected the link to the Agreement and confirmed the links to the proper exhibits.

If you have any questions or would like additional information in connection with Mifflinburg’s responses to the Staff’s comments, please do not hesitate to contact me.

			Very truly yours,

			STEVENS & LEE

			/s/ Dean H. Dusinberre

C:         Jeffrey J. Kapsar, President & CEO

February 6, 2025
Jeffrey J. Kapsar
Chief Executive Officer
Mifflinburg Bancorp, Inc.
250 East Chestnut Street
Mifflinburg, PA 17844
Re:Mifflinburg Bancorp, Inc.
Registration Statement on Form S-4
Filed January 10, 2025
File No. 333-284191
Dear Jeffrey J. Kapsar:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers
What vote is required for the approval of each proposal, page 4
1.Please clarify the percentage vote needed after the voting agreements are taken into
account.
Summary, page 12
2.Please revise your disclosure to include the pre-merger and post-merger
organizational chart or advise.

February 6, 2025
Page 2
Risk Factors
Mifflinburg and Northumberland are expected to incur substantial costs related to the merger,
page 46
3.Please quantify the various expected costs related to the merger and integration.
The shares of Mifflinburg common stock to be received by Northumberland shareholders as a
result of the merger, page 51
4.Please revise this risk factor to include a more particularized discussion of the risks
related to the different rights associated with Mifflinburg common stock, similar to
the discussion you included on page 164.

Information about Mifflinburg and Mifflinburg Bank
Employees, page 72
5.We note your disclosure that Mifflinburg had 81 employees as of September 30, 2024.
Please clarify how many of your employees are full-time employees and how many
are part-time employees.
The Merger
Background of the Merger, page 104
6.Clarify whether Northumberland management was having conversations with any
other institutions about a potential transaction. Also clarify whether the May 2024
lunch conversation was the first recent contact between the two managements to
discuss a potential transaction.
7.Reference is made to the second sentence of the third paragraph on page 106. Clarify
whether the initial conversion ratio was modeled by Mifflinburg or the result of
negotiations.
Mifflinburg's Reasons for the Merger, page 109
8.In the tenth bullet point, please summarize the expected "operating efficiencies and
cost synergies".
Material U.S. Federal Income Tax Consequences of the Merger, page 158
9.In the final paragraph on page 160, please remove the statement that the discussion is
"for general information only".
Comparison of the Rights of Mifflinburg Shareholders and Northumberland Shareholders,
page 164
10.Under the "Size of Board of Directors", clarify the number of directors of the
combined company.
Exhibit 10.1, page II-2
11.Please correct the link to the Agreement. Please assure that all links are to the proper
exhibit.

February 6, 2025
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Victor Cecco at 202-551-2064 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aisha Adegbuyi at 202-551-8754 or Todd Schiffman at 202-551-3491 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Dean H. Dusinberre, Esq.