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) 274-2028 | vcangelosi@luselaw.com |
May 3, 2021
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Re: | Texas Community Bancshares, Inc. | |
| Registration Statement on Form S-1 | ||
| Filed March 9, 2021 | ||
| File No. 333-254053 |
To Whom It May Concern:
On behalf of Texas Community Bancshares, Inc. (the “Company”), filed herewith is the Company’s Pre-Effective Amendment No. 1 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 comment letter dated April 2, 2021. The comments are reproduced below, followed by the Company’s responses. The Amended Registration Statement includes a “Recent Developments” section containing unaudited financial information as of and for period ended March 31, 2021, beginning on page 34 of the Prospectus.
Form S-1 filed March 9, 2021
Business Strategy, page 3
1. Please clarify here and throughout the document that the $143.5 million one- to four-family residential mortgage loans originated as of December 31, 2020 is inclusive of the $54.3 million in loans originated in the Dallas metroplex as of December 31, 2020.
The disclosures on pages 3 and 54 of the prospectus have been revised accordingly.
United States Securities and Exchange Commission
Division of Corporation Finance
May 3, 2021
Page 2
Emerging Growth Company Status, page 15
2. We note your disclosures on pages 15 and 50 that you do not intend to take advantage of the provision for emerging growth companies that allows an extended transition period for adoption of new or revised accounting pronouncements. As such, please indicate by check mark on the cover page of your registration statement your election not to use the extended transition period for complying with any new or revised financial accounting standards provided by Section 7(a)(2)(B) of the Securities Act, as required by Form S-1, or review your other disclosures.
The appropriate box has been check-marked on the cover page of the Amended Registration Statement.
* * *
If you have any questions, please contact the undersigned.
| Very truly yours, | |
| /s/ Victor L. Cangelosi | |
| Victor L. Cangelosi |
Enclosure
| cc: | Mark Brunhofer, SEC |
Bonnie Baynes, SEC
Eric Envall, SEC
Sandra Hunter Berkheimer, SEC
James H. Herlocker, III, Chairman, President and Chief Executive Officer
Kip A. Weissman, Esq.