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) 274-2009 | mlevy@luselaw.com |
May 5, 2021
Tonya Aldave, Staff Attorney
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549-0303
| Re: | Blue Foundry Bancorp |
Amendment No. 1 to Registration Statement on Form S-1 |
Filed April 20, 2021 File No. 333-254079 |
Dear Ms. Aldave:
On behalf of Blue Foundry Bancorp (the “Company”) and in accordance with Rule 101 of Regulation S-T, we are hereby transmitting Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Amended S-1”). Set forth below is the comment from the Staff’s letter dated May 4, 2021, as well as the Company’s response to that comment. The Amended S-1 has been blacklined to reflect changes from Amendment No. 1 to Registration Statement on Form S-1.
Amendment No. 1 to Registration Statement on Form S-1 filed on April 20, 2021
Summary
How We Determined the Offering Range, page 7
1. We note your response to our prior comment 4 and reissue in part. Please refer to the table on page 8 and footnote to the second column that price-to- earnings multiple column stating that values are “not meaningful.” Revise your disclosure here and in the table on page 115 to explain why this disclosure is not meaningful as you have done in your response letter.
Response: The table on page 8 and the footnote to the second column as well as the table on page 115 have been revised to disclose that price-to-earnings multiple values are not meaningful as the result of the Company’s pro forma loss per share at each point in the valuation range, and resulting negative price-to-earnings multiples, as it calculates to a negative pro forma market capitalization.
LUSE GORMAN, PC
ATTORNEYS AT LAW
Tonya Aldave, Staff Attorney
May 5, 2021
Page 2
* * *
We believe the foregoing is responsive to the Staff’s comment. The Company wishes to have the registration statement declared effective as soon as possible. Should you have any questions, please do not hesitate to contact the undersigned at (202) 274-2009 or John Gorman at (202) 274-2001.
Very truly yours,
/s/Marc Levy
Marc Levy
| cc: | James Nesci, Chief Executive Officer |
Susan Block, SEC
Becky Chow, SEC
William Schroeder, SEC
John Gorman, Esq.
