Ballston Spa Bancorp, Inc.

8-K/A · tm2617581d1_8ka.htm iXBRL

0002094107

 2026-04-01
 2026-04-01

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 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  

 FORM 8-K/A

 AMENDMENT NO. 1

 CURRENT REPORT

  

 PURSUANT TO SECTION 13 OR 15(D) OF

 THE SECURITIES EXCHANGE ACT OF 1934

  

 Date of Report (Date of earliest event reported):
 April 1, 2026

  

 BALLSTON SPA
BANCORP, INC.

 (Exact name of registrant as specified in its charter)

  

 New York
  
 333-291808
  
 74-2245601

 (State or Other Jurisdiction

of Incorporation)
  
 (Commission File No.)
  
 (I.R.S. Employer

 Identification No.)

  

 990 State Route 67 , Ballston Spa , NY
  
 12020

 (Address of Principal Executive Offices)
  
 (Zip Code)

  

 Registrant's telephone number, including area code: ( 518 ) 363-8199

  

 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:

  

 ¨ 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 $12.50 per share
  
 BSPA
  
 OTCQX

  

 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 x

  

 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.  ¨

  

  

  

  

  

  

 Explanatory Note

  

 On April 1, 2026, Ballston Spa Bancorp, Inc., a New York
corporation, (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that on
April 1, 2026, the Company completed its the previously announced merger transaction with NBC Bancorp, Inc., a New York corporation
(“NBC”).

  

 ThisAmendment No. 1 to the Initial Filing (the “Amendment”)
is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.

  

 The pro forma financial information included in thisAmendment has been
presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations
that the Company and NBC would have achieved had the companies been combined during the periods presented in the pro forma financial information
and is not intended to project the future results of operations that the combined company may achieve after completion of the merger.
The pro forma financial information combines the historical consolidated financial position and results of operations of the Company and
NBC.

  

 Except as described above, no other changes have been made to the Initial
Filing.

  

 Item 9.01
 Financial Statements and Exhibits

  

 (a) Financial Statements of BusinessAcquired.

  

 The historical audited consolidated financial statements of NBC Bancorp, Inc
for the years ended December 31, 2025 and 2024, which includes the consolidated balance sheets as of December 31, 2025 and 2024,
and the related consolidated statements of comprehensive income, statements of changes in stockholders’ equity and statements of
cash flows for the years then ended, and the related notes to the consolidated financial statements, are filed herewith as Exhibit 99.1.

  

 (b) Pro Forma Financial Information.

  

 The pro forma financial information required by Item 9.01(b) of
Form 8-K are attached hereto as Exhibit 99.2 and incorporated herein by reference into this Item 9.01(b).

  

 The unaudited pro forma combined condensed consolidated financial information
giving effect to the Mergers is furnished under this Item 9.01(b) as Exhibit 99.2 attached hereto, and shall not be deemed to
be “filed” for purposes of Section 18 of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”),
or otherwise subject to liability of such section, nor shall be deemed incorporated by reference in any filing of the Company under the
SecuritiesAct of 1933, as amended, or the ExchangeAct, regardless of any general incorporation language in such filing, unless expressly
incorporated by specific reference in such filing.

  

 (d) Exhibits.

  

 Number
 Description

 23.1
 Consent of The Bonadio Group

 99.1
 Audited consolidated financial statements of NBC Bancorp, Inc. for the years ended December 31, 2025 and 2024

 99.2
 The unaudited pro forma combined condensed consolidated financial information as of, and for the year ended, December 31, 2025

 104
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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.

  

  

  
  
 BALLSTON SPA BANCORP, INC.

  
  
  

 DATE:  June 12, 2026
 By:
 /s/ Christopher Dowd

  
  
 Christopher Dowd

  
  
 President and Chief Executive Officer