United States securities and exchange commission logo
April 7, 2022
Mark K. Schumm
President and Chief Executive Officer
VWF Bancorp, Inc.
976 South Shannon Street
Van Wert, OH 45891
Re: VWF Bancorp, Inc.
Registration
Statement on Form S-1
Filed March 11,
2022
File No. 333-263476
Dear Mr. Schumm:
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 filed March 11, 2022
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 the staff member associated with the review of this
filing to discuss how
to submit such copies.
Summary, page 1
2. Please refer to page
97. We note the disclosure that all depositors and certain borrowers
are members of Van Wert
Federal with voting rights as to all matters requiring
Mark K. Schumm
VWF Bancorp, Inc.
April 7, 2022
Page 2
membership action, and that upon completion of the conversion, Van
Wert Federal will
cease to have members and former members will no longer have voting
rights in Van
Wert Federal. Please disclose this in the summary section or include a
cross-reference to
this section.
3. Please include organizational structures depicting the company's
structure both prior to
and after the conversion, including the various legal entities and
affiliations that exist.
Business Strategy, page 2
4. We note that your business strategy includes increasing originations
of commercial real
estate loans and commercial and industrial loans in an effort to
increase loan portfolio
yield. Please balance the discussion by disclosing the added risks of
such lending, as
disclosed on pages 13 and 62.
Risk Factors
Risks Related to Laws and Regulations, page 16
5. Since you are also a smaller reporting company, please add a separate
risk factor
disclosing that even if you no longer qualify as an emerging growth
company, you may
still be subject to reduced reporting requirements so long as you are
a smaller reporting
company.
Business of Van Wert Federal
Expense and Tax Allocation Agreements, page 72
6. Please disclose when you anticipate finalizing the administrative
support services
agreement and the tax allocation agreement that you reference in this
section. To the
extent possible, please provide an expanded discussion of the material
terms of each
agreement, including quantified disclosure of such terms, as
applicable.
Executive Compensation
Summary Compensation Table, page 86
7. Please revise to disclose how the bonus amounts in the table were
determined. Refer to
Item 402(o) of Regulation S-K.
Exhibits
8. We note the statement in Exhibit 5 that the "opinion has been prepared
solely for the use
of the Company in connection with the preparation and filing of the Form
S-1, and shall
not be used for any other purpose or relied upon by any other person
without our prior
FirstName LastNameMark K. Schumm
express written consent" (emphasis added). Please have counsel revise to
remove any
Comapany NameVWF
implication Bancorp, are
that investors Inc.not entitled to rely on the opinion.
Please refer to Section
April 7,II.B.3.d of Staff
2022 Page 2 Legal Bulletin No. 19 for guidance.
FirstName LastName
Mark K. Schumm
FirstName LastNameMark K. Schumm
VWF Bancorp, Inc.
Comapany
April NameVWF Bancorp, Inc.
7, 2022
April 37, 2022 Page 3
Page
FirstName LastName
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.
You may contact Becky Chow at 202-551-6524 or Michael Volley at
202-551-3437 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Wall at 202-551-4162 or David Lin at 202-551-3552 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance