United States securities and exchange commission logo





                              April 8, 2023

       Barry Parmiter
       Chief Executive Officer
       Mercer Bancorp, Inc.
       1100 Irmscher Blvd
       Celina, Ohio 45822

                                                        Re: Mercer Bancorp,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 10,
2023
                                                            File No. 333-270445

       Dear Barry Parmiter:

              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.                                                   In light of recent
market events and activities within the banking sector, please revise your
                                                        disclosures in the
Business, Risk Factors, Management   s Discussion and Analysis and
                                                        Quantitative and
Qualitative Disclosures about Market Risk sections, where appropriate,
                                                        to address any material
impact these events and activities have had on your financial
                                                        condition, operations,
customer base, liquidity, capital position and risk profile. For
                                                        example, consider the
need to further expand your discussion of interest rate risk and
                                                        asset/liability
management policies and discuss any changes management has undertaken
                                                        in response to the
recent events. If available, consider supplementing your qualitative
                                                        disclosure with
additional quantitative details in order for an investor to understand
                                                        changes to your
liquidity position, activities, trends and market driven impacts as of a
 Barry Parmiter
FirstName   LastNameBarry Parmiter
Mercer Bancorp,   Inc.
Comapany
April       NameMercer Bancorp, Inc.
       8, 2023
April 28, 2023 Page 2
Page
FirstName LastName
         more recent date.
2.       We note from your risk factor on page 20 that your business is subject
to cybersecurity
         risks. To the extent cybersecurity risks are material to your
business, please disclose the
         nature of the board   s role in overseeing your cybersecurity risk
management, the manner
         in which the board administers this oversight function and any effect
this has on the
         board   s leadership structure.
3.       We note your disclosure in several sections of the prospectus stating
that you "began
         implementing an indirect automobile lending program." Please revise
your disclosure to
         address any material risks related to the implementation of this new
program in the risk
         factors section, briefly describe the program in your business
section, and describe any
         material regulations applicable to you as a result of opening this
program.
4.       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 Robert Arzonetti at (202) 551-8819 to
discuss how to
         submit the materials, if any, to us for our review.
Cover Page

5.       We note that you are making the subscription offer to eligible
depositors. Please disclose
         on the cover page the minimum balance required to be eligible to
participate in the offer,
         if any, or state that no minimum balance is required.
Risk Factors, page 13

6.       We note your disclosure that approximately 25% of your loans are
agricultural real estate
         loans and 62.6% of your loans are one- to four- family residential
mortgages in Darke
         County, which is one of the top agricultural producers in Ohio. Please
consider adding a
         separately captioned risk factor to describe material risks to
investors given your
         dependence on agricultural land loans and home mortgages in the
geographical area
         dependent on agriculture.
7.       Based on your disclosure on page 62, it appears that as of of December
31, 2022
         approximately 58% of your loans due after December 31, 2023 were
adjustable rate
         loans. Please add a separately captioned risk factor addressing
material risks to investors
         resulting from high concentration in adjustable rate loans or advise.
We have a high concentration of loans secured by real estate in our market
area, page 13

8.       Please disclose whether your local market area has experienced any
material declines in
         real estate values during the last year or a material increase in the
number of foreclosures.
Fluctuations in market interest rates could reduce our profits and asset
values, page 15
 Barry Parmiter
FirstName   LastNameBarry Parmiter
Mercer Bancorp,   Inc.
Comapany
April       NameMercer Bancorp, Inc.
       8, 2023
April 38, 2023 Page 3
Page
FirstName LastName


9.       We note your disclosure here and in several other sections of the
prospectus that you have
         "attempted to sell conforming, fixed-rate residential mortgages ... to
help limit [your]
         interest rate risk exposure and generate fee income." Please clarify
the following:
             disclose if these attempts are part of your management of market
risk strategy as
              described on page 54,
             clearly state here if you were successful in this attempt to sell
conforming, fixed-rate
              residential mortgages, and if so, quantify the number or
percentage of mortgages
              sold, and
             clarify if you sold more mortgages in addition to the the ones
described on page 66
              where you state that "[d]uring the years ended September 30, 2022
and 2021, [you]
              sold one- to four-family residential real estate loans of $2.5
million and $3.3 million,
              respectively, and recorded gains on sale of loans of $52,600 and
$99,800,
              respectively."
Management
Business Background of Our Directors and Executive Officers, page 88

10.      Please revise the business background information for Messrs. Boley
and Keiser to detail
         their business experience in the last five years, including specific
positions held and
         names of organizations/corporations, in which such occupations and
employment were
         carried out. Refer to Item 401(e)(1) of Regulation S-K.
Executive Compensation, page 91

11.      Please include a short description of the compensation included in the
bonus and all other
         compensation columns of the summary compensation table.
Employment Stock Ownership Plan, page 93

12.      We note your disclosure here that you intend "to adopt an employee
stock ownership plan,
         effective January 1, 2023." Please update your disclosure to reflect
the most recent date.
         If you have already adopted the stock ownership plan, please revise
your disclosure to
         describe its material terms and file the plan as an exhibit to the
registration statement, or
         advise.
The Conversion and Stock Offering, page 98

13.      We note that the affirmative vote of a majority of the total votes
eligible to be cast by the
         members of Mercer Savings Bank is required to approve the plan of
conversion and the
         establishment and funding of the charitable foundation. Please
disclose when you plan to
         conduct these votes, how the timing of the votes relates to the timing
of the effectiveness
         of the registration statement, and how you will conduct the votes (for
example, by proxy
         statement). Please also briefly describe what types of matters
currently require member
         approval under "Effect on Voting Rights of Members" on page 100.
 Barry Parmiter
Mercer Bancorp, Inc.
April 8, 2023
Page 4
Determination of Share Price and Number of Shares to be Issued, page 100

14.   Please briefly summarize the primary differences between you and the peer
group used by
      FinPro Capital Advisors, Inc. in the valuation analysis and the reasons
for the downward
      adjustments made for financial condition, balance sheet growth, market
area, and
      liquidity, as discussed on page 102. In addition, please disclose what
companies are
      included in the peer group.
Description of Capital Stock of Mercer Bancorp, page 125

15.   Consistent with your risk factor disclosure on page 24, please briefly
discuss the
      exclusive forum provision contained in Article 12 of the articles of
incorporation.
Financial Statements of Mercer Savings Bank, page F-1

16.   Please revise to label as Unaudited the columns in financial statements
related to each of
      the unaudited periods presented, as well as unaudited information
presented in each of the
      footnotes to clearly distinguish between audited and unaudited financial
information.
        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 John Spitz at (202) 551-3484 or Amit Pande at (202)
551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601
with any other
questions.



                                                            Sincerely,
FirstName LastNameBarry Parmiter
                                                            Division of
Corporation Finance
Comapany NameMercer Bancorp, Inc.
                                                            Office of Finance
April 8, 2023 Page 4
cc:       Elizabeth Cook, Esq.
FirstName LastName