LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.LuseLaw.com
WRITER’S DIRECT DIAL NUMBER | WRITER’S E-MAIL |
(202) 274-2004 | slanter@luselaw.com |
April 26, 2019
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549-3561
Attn: Mr. David Gessert, Staff Attorney
Re: | Eureka Homestead Bancorp, Inc. | |
Registration Statement on Form S-1 (File No. 333-230193) |
Dear Mr. Gessert:
On behalf of Eureka Homestead Bancorp, Inc. (the “Company”) and in accordance with Rule 101 of Regulation S-T, we are hereby transmitting Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amended Form S-1”). Set forth below are the comments from the Staff’s letter dated April 5, 2019, as well as the Company’s responses to those comments. The Amended Form S-1 has been blacklined to reflect changes from the initial filing.
Form S-1 Filed March 11, 2019
Determination of Share Price and Number of Shares to be Issued, page 103
1. | In the first full paragraph on page 104, please explain why the fact that the members of the peer group are traded on an exchange means that they have a comparatively larger asset size than Eureka Homestead. |
The disclosure on page 115 has been revised in response to the comment.
Report of Independent Registered Public Accounting Firm, page F-1
2. | Please revise to provide an audit report stating that the audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), and not the auditing standards of the PCAOB as currently indicated. |
The audit report on page F-1 has been revised in response to the comment.
LUSE GORMAN, PC
Mr. David Gessert
Securities and Exchange Commission
April 26, 2019
Page 2
Note 7 - Income Taxes, page F-25
3. | Please revise to more clearly identify which temporary differences represent deferred tax assets and deferred tax liabilities and include a total for both items. Refer to ASC 740-10-50-2 for guidance. |
The disclosure on page F-26 has been revised in response to the comment.
General
4. | Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. |
The Company’s proposed marketing materials are filed as Exhibit 99.4 to the Amended Form S-1. Additionally, we will provide the staff with any additional materials utilized pursuant to Section 5(d) of the Securities Act. It is not anticipated that any such materials will be utilized.
5. | Please file the prospectus supplement related to the Eureka Homestead 401(k) Plan participation interests with your next amendment. We may have additional comments following our review of this disclosure. |
The prospectus supplement for the Eureka Homestead 401(k) Plan has been filed as part of the Amended Form S-1.
* * *
LUSE GORMAN, PC
Mr. David Gessert
Securities and Exchange Commission
April 26, 2019
Page 3
We request that the staff advise the undersigned atslanter@luselaw.com or at (202) 274-2004 or Kip Weissman of this office at (202) 274-2029 or atkweissman@luselaw.com as soon as possible if it has any further comments.
Respectfully, | |
/s/Steven Lanter | |
Steven Lanter |
cc: | Alan T. Heintzen, Chief Executive Officer |
Cecil A. Haskins, Jr., President and Chief Financial Officer | |
Kip Weissman, Esq. |