8-A12B

ECB BANCORP, INC.

Date: July 27, 2022

/s/ Richard J. O’Neil, Jr.

Richard J. O’Neil, Jr.

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ECB Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

88-1502079

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


419 Broadway
Everett, Massachusetts		02149
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


Common Stock, $0.01 par value per share		The Nasdaq Stock Market, LLC
(Title of each class to be so registered)		(Name of each exchange on which
		each class is to be registered)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-263449

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

Item 1. Description of Registrant’s Securities to be Registered.

For a description of the Registrant’s securities to be registered, reference is made to the sections “Description of Capital Stock” and “Market for the Common Stock” in the Prospectus contained in the Registrant’s Registration Statement on Form S-1 (File No. 333-263449), initially filed on March 10, 2022, and subsequently amended, including the Prospectus Supplement dated June 21, 2022 (the “Form S-1”), which sections are hereby incorporated by reference. For a description of the provisions of the Registrant’s Articles of Incorporation and Bylaws that may render a change in control of the Registrant more difficult, reference is made to the sections “Restrictions on the Acquisition of ECB Bancorp” and “Description of Capital Stock” contained in such Prospectus, which sections are incorporated herein by reference.

Item 2. Exhibits.

1.	Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of the Form S-1).

2.	Bylaws of Registrant (incorporated by reference to Exhibit 3.2 of the Form S-1).

3.	Specimen Certificate for Common Stock (incorporated by reference to Exhibit 4 of the Form S-1).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.