United States securities and exchange commission logo
April 6, 2022
Richard J. O'Neil, Jr.
Chief Executive Officer
ECB Bancorp, Inc.
419 Broadway
Everett, MA 02149
Re: ECB Bancorp, Inc.
Registration
Statement on Form S-1
Filed March 10,
2022
File No. 333-263449
Dear Mr. O'Neil:
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.
Registration Statement on Form S-1
General
1. Please provide us with
supplemental 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,
have presented or
expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether
or not you retained, or intend to retain, copies of those
communications. Please
contact Tonya K. Aldave at (202) 551-3601 to discuss how to
submit the materials,
if any, to us for our review.
2. We note that your forum
selection provision identifies a state or federal court located
within the State of
Maryland as the exclusive forum for certain litigation, including any
derivative action.
Please also describe this provision in the registration statement under
"Description of Capital
Stock," at page 154 and disclose whether it applies to actions
Richard J. O'Neil, Jr.
FirstName LastNameRichard J. O'Neil, Jr.
ECB Bancorp, Inc.
Comapany
April NameECB Bancorp, Inc.
6, 2022
April 26, 2022 Page 2
Page
FirstName LastName
arising under the Securities Act or Exchange Act.
Summary, page 1
3. Refer to page 122. We note your disclosure that all depositors have
voting rights in
Everett Co-operative Bank as to all matters requiring depositor
approval and that upon
completion of the conversion depositors will cease to have any voting
rights. Please
disclose this in the summary section or include a cross-reference to
this section.
4. Please include a graphical depiction of the organizational structures,
both before and after
the conversion.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 66
5. Please revise to include a detailed discussion of your cash flows from
operations,
investing, and financing in regards to your liquidity discussion. Also
discuss any known
trends, known demands, commitments, events or uncertainties that will
or are likely to
impact your liquidity in a material way.
Properties, page 91
6. Please disclose the general description and approximate square footage
of the properties
you own and lease. Refer to Item 102 of Regulation S-K.
Management of ECB Bancorp
Directors of ECB Bancorp and Everett Co-operative Bank, page 105
7. We note your disclosure on page 148 that your board of directors will
be divided into
three classes. Please revise this section to reflect this information.
In addition, disclose
what directors will serve in each class and the period of time for
each class to serve on the
board, or advise.
Exhibits
8. We note that you plan for certain exhibits listed in the exhibit index
"to be filed
supplementally." Please confirm you will file these prior to
effectiveness or tell us why
you are not required to file Exhibits 1.2, 10.3, 10.10 and 99.5 with
subsequent pre-
effective amendments. Please also explain to us what Exhibit 99.4
Marketing Materials is
referring to.
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
Richard J. O'Neil, Jr.
ECB Bancorp, Inc.
April 6, 2022
Page 3
statement.
You may contact Michel Henderson at (202) 551-3364 or Hugh West at
(202) 551-3872
if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or Susan Block at
(202) 551-
3210 with any other questions.
Sincerely,
FirstName LastNameRichard J. O'Neil, Jr.
Division of Corporation
Finance
Comapany NameECB Bancorp, Inc.
Office of Finance
April 6, 2022 Page 3
cc: Steven Lanter, Esq.
FirstName LastName