United States securities and exchange commission logo
March 24, 2023
Mark R. DeFazio
President and Chief Executive Officer
Metropolitan Bank Holding Corp.
99 Park Avenue
New York, New York 10016
Re: Metropolitan Bank
Holding Corp.
Post-Effective
Amendment No. 2 to Registration Statement on Form S-3
Filed February 28,
2023
File No. 333-260532
Dear Mark R. DeFazio:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 2 to Form S-3 filed February 28, 2023
General
1. Please include a recent
developments section to provide disclosure of any significant
crypto asset market
developments material to understanding or assessing your business,
financial condition and
results of operations, or share price since your last reporting
period, including any
material impact from the price volatility of crypto assets.
2. In your recent
developments section please discuss, to the extent material, how the
bankruptcies of certain
crypto asset market participants, including Voyager Digital, and
the downstream effects
of those bankruptcies have impacted or may impact your business,
financial condition,
customers, and counterparties, either directly or indirectly. Clarify
whether you have
material assets that may not be recovered due to the bankruptcies or
may otherwise be lost
or misappropriated.
Mark R. DeFazio
FirstName LastNameMark
Bank HoldingR. DeFazio
Metropolitan Corp.
Comapany
March NameMetropolitan Bank Holding Corp.
24, 2023
March2 24, 2023 Page 2
Page
FirstName LastName
3. In your recent developments section please describe, if material to an
understanding of
your business, any direct or indirect exposures to other
counterparties, customers,
custodians, or other participants in crypto asset markets known to:
Have filed for bankruptcy, been decreed insolvent or bankrupt,
made any assignment
for the benefit of creditors, or have had a receiver appointed for
them.
Have experienced excessive redemptions or suspended redemptions or
withdrawals
of crypto assets.
Have the crypto assets of their customers unaccounted for.
Have experienced material corporate compliance failures.
4. In your recent developments section please discuss, to the extent
applicable and material
to an understanding of your business, any steps you take to safeguard
your customers
crypto assets and describe any policies and procedures that are in
place to prevent self-
dealing and other potential conflicts of interest. Describe any
policies and procedures you
have regarding the commingling of assets, including customer assets,
your assets, and
those of affiliates or others. Identify what material changes, if any,
have been made to
your processes in light of the current crypto asset market disruption.
Risk Factors, page 5
5. To the extent material, discuss any reputational harm you may face in
light of the recent
disruption in the crypto asset markets. For example, discuss how
market conditions have
affected how your business is perceived by customers, counterparties,
and regulators, and
whether there is a material impact on your operations or financial
condition.
6. Describe any material risks to your business from the possibility of
regulatory
developments related to crypto assets and crypto asset markets.
Identify material pending
crypto legislation or regulation and describe any material effects it
may have on your
business, financial condition, and results of operations.
7. Describe any material risks you face related to the assertion of
jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets
and crypto asset
markets.
8. To the extent applicable, describe any material risks related to
safeguarding your, your
affiliates , or your customers crypto assets. Describe any
material risks to your business
and financial condition if your policies and procedures surrounding
the safeguarding of
crypto assets, conflicts of interest, or comingling of assets are not
effective.
9. To the extent material, describe any gaps your board or management
have identified with
respect to risk management processes and policies in light of current
crypto asset market
conditions as well as any changes they have made to address those
gaps.
10. To the extent material, describe any of the following risks due to
disruptions in the crypto
asset markets:
Risk from depreciation in your stock price.
Risk of loss of customer demand for your products and services.
Mark R. DeFazio
Metropolitan Bank Holding Corp.
March 24, 2023
Page 3
Financing risk, including equity and debt financing.
Risk of increased losses or impairments in your investments or
other assets.
Risks of legal proceedings and government investigations, pending
or known to be
threatened, in the United States or in other jurisdictions against
you or your affiliates.
Risks from price declines or price volatility of crypto assets.
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.
Please contact Madeleine Mateo at 202-551-3465 or John Dana Brown at
202-551-3859
with any questions.
Sincerely,
FirstName LastNameMark R. DeFazio
Division of
Corporation Finance
Comapany NameMetropolitan Bank Holding Corp.
Office of Finance
March 24, 2023 Page 3
cc: Gregory M. Sobczak
FirstName LastName