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) 274-2021 | zdavis@luselaw.com |
May 10, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: BV Financial, Inc.
Amendment No 1 to the Registration Statement on Form S-1
Filed April 24, 2023
File No. 333-270496
To Whom It May Concern:
On behalf of BV Financial, Inc. (the “Company”), filed herewith is the Company’s Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, including exhibits (the “Amended Registration Statement”), which has been marked pursuant to SEC Rule 472 in response to the Staff’s comment letter dated May 9, 2023. The Staff’s comment is reproduced below, followed by the Company’s response.
Amendment No. 1 to Registration Statement on Form S-1
Our inability to generate core deposits may cause us to rely more heavily on wholesale funding strategies, page 18
1. We note your response to prior comment 8 and reissue in part. Consistent with your disclosure on pages 30 and 33, please expand your risk factor to further clarify the significant increase in your dependence on Federal Home Loan Bank borrowings. In this regard, we note the trend in increased borrowings from $12.0 million at December 31, 2022 to $37.5 million at March 31, 2023.
Additional disclosure has been added on page 18 of the Prospectus in response to this comment.
* * *
LUSE GORMAN, PC
United States Securities and Exchange Commission
Division of Corporation Finance
May 10, 2023
Page 2
If you have any questions, please contact the undersigned.
Very truly yours, |
Zachary Davis |
Enclosure
cc: | Michael Henderson, SEC |
Robert Klein, SEC
John Stickel, SEC
James Lopez, SEC
David M. Flair, BV Financial, Inc.
Timothy L. Prindle, BV Financial, Inc.
Scott A. Brown, Esq.