United States securities and exchange commission logo





                              April 4, 2024

       Charles D. Schmalz
       Chief Executive Officer
       EWSB Bancorp, Inc.
       109 West Second Street
       Kaukauna, WI 02492

                                                        Re: EWSB Bancorp, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 11,
2024
                                                            File No. 333-277828

       Dear Charles D. Schmalz:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, 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 Madeleine Mateo at (202) 551-3465 to discuss how to
                                                        submit the materials,
if any, to us for our review.
       Cover Page

   2.                                                   We note your disclosure
on page 6 and other sections of the prospectus that generally no
                                                        individual may purchase
more than 15,000 shares of common stock. Please disclose the
                                                        maximum purchase amount
on the cover page of the prospectus.
 Charles D. Schmalz
FirstName   LastNameCharles D. Schmalz
EWSB Bancorp,     Inc.
Comapany
April       NameEWSB Bancorp, Inc.
       4, 2024
April 24, 2024 Page 2
Page
FirstName LastName
Summary, page 1

3.       We note that based on your website, you appear to offer insurance
products. If material to
         an understanding of your business, please include disclosure about
your insurance
         products here, in the Management's Discussion and Analysis of
Financial Condition and
         Results of Operations and Business sections, and elsewhere as
appropriate or advise.
         Please refer to Item 101(h) of Regulation S-K.
4.       Refer to page 110. We note your disclosure that depositors of East
Wisconsin Savings
         Bank are members of, and have voting rights in, Wisconsin Mutual
Bancorp, MHC, as to
         all matters requiring a vote of members. Upon completion of the
conversion, depositors
         will no longer have voting rights. Please disclose this in the summary
section or include a
         cross-reference to this section.
5.       Please disclose here that you have incurred losses in the two most
recent fiscal years.
Risk Factors, page 15

6.       We note your disclosure on page 51 that deposits decreased $18.7
million, or 7.5% from
         December 31, 2022 to December 31, 2023. Please include risk factor
disclosure describing
         material risks to investors as a result of the past, as well as
possible future decreases in
         deposits.
7.       We note your disclosure on page 66 that 9% of your one- to four-family
residential real
         estate loans were jumbo loans. If material, please disclose risks to
investors as a result of
         originating a significant number of jumbo loans or advise.
The geographic concentration of our loan portfolio, page 16

8.       If 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,
please consider revising
         the risk factor to include this information.
Inflationary pressures and rising prices may affect our results of operations,
page 18

9.       We note your risk factor indicating that inflation can have an adverse
impact on your
         business and on your customers. Please update this risk factor to
discuss if recent
         inflationary pressures have materially impacted your operations. In
this regard, if
         applicable, discuss how your business has been materially affected by
the inflationary
         pressures you are facing.
 Charles D. Schmalz
FirstName   LastNameCharles D. Schmalz
EWSB Bancorp,     Inc.
Comapany
April       NameEWSB Bancorp, Inc.
       4, 2024
April 34, 2024 Page 3
Page
FirstName LastName
Risks Related to Our Business Strategy and Operational Matters, page 19

10.      For each of the practices, conditions, and requirements in the
memorandum of
         understanding, please describe here or elsewhere, as appropriate, the
actions you have
         taken or plan to take to resolve each noted area, including a summary
of your progress to
         date.
Our Policy Regarding Dividends, page 37

11.      We note your disclosure in the risk factor on page 20 that your net
worth ratio was less
         than 6% and you may be restricted from paying dividends while this
ratio continues to be
         less than 6%. Please revise this section to describe this limitation
on payment of
         dividends.
Provision for Credit Losses, page 53

12.      We note your disclosure that the provision for 2023 was due to your
adoption of the
         CECL methodology. Please enhance your discussion to include the
factors that influenced
         management   s estimate of expected credit losses as of December 31,
2023, under the
         CECL methodology.
Management of Market Risk, page 56

13.      We note your references to the asset liability committee here. You
also state that the
         committee is "comprised of executive officers and certain other
members of senior
         management, and reports to the full board of directors on at least a
quarterly basis." Please
         disclose if this committee is a sub-committee of your board of
directors and who serves on
         the committee. Disclose if the board or the asset liability committee
sets policies and
         guidelines for managing interest rate risk and if so, whether the
changes referenced in the
         first paragraph below the two tables on page 58 were within the limits
of such policies and
         guidelines.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, page 60

14.      We note your disclosure on page F-12 that the allowance for credit
losses (   ACL   ) related
         to your off-balance sheet credit exposures is estimated at each
balance sheet date under
         the CECL model. Please revise your discussion to include the amount of
ACL that relates
         to your off-balance sheet credit exposures as of each period
presented.
Loan Approval Procedures, Loans to One Borrower Limit and Lending Authority,
page 72

15.      We note your references to the "loan committee" in this section.
Please clarify if the
         committee is comprised of your officers and directors and disclose who
currently serves
         on the committee.
 Charles D. Schmalz
FirstName   LastNameCharles D. Schmalz
EWSB Bancorp,     Inc.
Comapany
April       NameEWSB Bancorp, Inc.
       4, 2024
April 44, 2024 Page 4
Page
FirstName LastName
Allocation of Allowance for Credit Losses, page 78

16.      We note your tabular disclosure on page F-26 depicting changes in the
allowance for
         credit losses for the twelve months ended December 31, 2023. This
disclosure indicates
         that while the adoption of the CECL methodology under ASC 326 did not
result in a
         transition adjustment to the overall allowance for credit losses, it
did result in adjustments
         to the allowance associated with different segments and classes of
loans receivable. Please
         revise the discussion on page 78 to disclose how the adoption impacted
the comparative
         allocation of the allowance loan loss table, including noted increases
and decreases in
         allocated amounts, such as those associated with one-to four family
real estate loans and
         consumer loans, etc. Please also ensure that other filing disclosures
associated with your
         CECL adoption are consistent and complete, especially those associated
with your
         different loan segments and classes.
Internal Agreement with Regulators, page 95

17.      We note your disclosure here that the MOU "places certain restrictions
on [your]
         operations." Please briefly describe material restrictions placed on
your operations by the
         MOU or advise.
The Business Background of Our Directors and Executive Officers, page 97

18.      Please revise the biographical descriptions for Ms. Lisa Cruz, Mr.
Kenneth Demerath, Ms.
         Lori Hoersch, and Mr. Steve Tyink to disclose the period during which
each such director
         or executive officer has served in that position. In addition, please
revise to provide each
         officer's or director's principal occupation and employment during the
past five years, the
         dates they served in those roles and the name and principal business
of any corporation or
         other organization in which such occupation and employment was carried
on. Refer to
         Item 401(e) of Regulation S-K.
Transactions with Certain Related Persons, page 99

19.      Please provide all the information required by Item 404(d) of
Regulation S-K in this
         section. As non-exclusive examples, we note your disclosure on page 51
that Old EWSB
         Bancorp issued promissory notes to various directors and officers and
that New EWSB
         Bancorp will pay a fee to the Bank for the use of its premises on page
62. In addition,
         refer to your disclosure regarding the "related party subordinated
promissory notes" on
         page F-34.
Benefits to be Considered Following Completion of the Stock Offering, page 104

20.      Please remove the last paragraph on page 106 starting with "[t]he
tables presented above
         are provided for informational purposes only."
 Charles D. Schmalz
FirstName   LastNameCharles D. Schmalz
EWSB Bancorp,     Inc.
Comapany
April       NameEWSB Bancorp, Inc.
       4, 2024
April 54, 2024 Page 5
Page
FirstName LastName
Approvals Required, page 109

21.      We note that the affirmative vote of a majority of the total votes
eligible to be cast by the
         members of Wisconsin Mutual Bancorp, MHC (i.e., depositors and certain
borrowers of
         East Wisconsin Savings Bank) is required to approve the plan of
conversion. Please revise
         to disclose when you plan to conduct these votes, how the timing of
the vote relates to the
         timing of the effectiveness of the registration statement, and how
this vote will be
         conducted, such as with a proxy statement, or advise. Please also
briefly describe what
         types of matters currently require depositor approval under "Effect on
Voting Rights of
         Depositors" on page 110.
Note 13. Equity and Regulatory Matters, page F-38

22.      We note your disclosure on page F-40 that at December 31, 2023, the
Bank   s net worth
         ratio was 4.1%. We also note your disclosure on pages 20, 33, 39 and
60 that the net
         worth ratio was 4.5%. Please explain this apparent inconsistency and
revise your
         disclosure as necessary.
Exhibits

23.      We note that you entered into an agreement with an unaffiliated broker
as a source for
         certain marine and recreational vehicles per your disclosure on page
71. If material, please
         file the agreement as an exhibit to the registration statement and
disclose its material
         terms. Refer to Item 601 of Regulation S-K.
        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.

       Please contact Shannon Davis at 202-551-6687 or Ben Phippen at
202-551-3697 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Finance
cc:      Zachary A. Davis, Esq.