Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  January 16, 2024

FIRST SEACOAST BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-41597		92-0334805
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)
633 Central Avenue, Dover, New Hampshire				03820
(Address of Principal Executive Offices)				(Zip Code)

Registrant's telephone number, including area code:  [phone]

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share		FSEA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 4.01.

Changes in Registrant’s Certifying Accountant.

On January 16, 2024 (the “Notice Date”), Baker Newman & Noyes LLC (“BNN”) notified First Seacoast Bancorp, Inc. (the “Company”) that BNN declines to stand for re-appointment as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, due to BNN’s decision to exit its audit practice for Securities and Exchange Commission (“SEC”)-registered banking institutions.  BNN will complete the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2023.  BNN’s engagement will terminate once the Company successfully engages a new independent registered public accounting firm and until then BNN will remain available to perform quarterly review services on the Company’s unaudited consolidated financial statements to be included in the Company’s Quarterly Reports on Form 10-Q for fiscal 2024.

BNN’s audit report on the Company’s consolidated financial statements for each of the past two fiscal years ended December 31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company's two most recent fiscal years ended December 31, 2023 and December 31, 2022 and the subsequent interim period from January 1, 2024 through the Notice Date: (i) there were no disagreements with BNN on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to BNN's satisfaction, would have caused BNN to make reference to the subject matter of the disagreement in connection with its report, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of SEC Regulation S-K.

Before filing this Current Report on Form 8-K with the SEC, the Company provided BNN with a copy of the disclosures contained in this Item 4.01 and requested that BNN issue a letter, addressed to the SEC, stating whether BNN agrees with the statements contained in this Item 4.01.  A copy of BNN’s letter dated January 17, 2024, addressed to the SEC, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

16

Letter of Baker Newman & Noyes LLC dated January 17, 2024

104

Cover Page Interactive Data File (Embedded within Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FIRST SEACOAST BANCORP, INC.
Dated: January 17, 2024	By:  /s/ Richard M. Donovan
	Richard M. Donovan
	Chief Financial Officer

Exhibit 16

January 17, 2024

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Commissioners:

We have read the statements made by First Seacoast Bancorp, Inc. pursuant to Item 4.01 of Form 8-K, which Form 8-K we understand will be filed with the Securities and Exchange Commission on January 17, 2024 and are in agreement with the disclosures in the referenced Form 8-K, insofar as they pertain to our firm. We have not been requested to provide, nor are we providing, any representations related to the other disclosures included in this Form 8-K.

Sincerely,

/s/ Baker Newman & Noyes LLC

Document and Entity Information	Jan. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 2024
Entity File Number	001-41597
Entity Registrant Name	First Seacoast Bancorp, Inc.
Entity Central Index Key	0001943802
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	92-0334805
Entity Address, Address Line One	633 Central Avenue
Entity Address, City or Town	Dover
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03820
City Area Code	603
Local Phone Number	742-4680
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	FSEA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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