SecProbe.io

July 29, 2024
Rachel Miller
Senior Vice President, Counsel and Corporate Secretary
Chain Bridge Bancorp, Inc.
1445-A Laughlin Avenue
McLean, VA 22101
Re:Chain Bridge Bancorp, Inc.
Draft Registration Statement on Form S-1
Submitted July 2, 2024
CIK No. 0001392272
Dear Rachel Miller:
            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.
Draft Registration Statement on Form S-1
General
1.Please disclose whether you will be a "controlled company" within the meaning of the
corporate governance standard of the New York Stock Exchange and provide appropriate
disclosure on the prospectus cover page and risk factors. In particular, please discuss any
of exemptions available to a "controlled company" that you intend to utilize.
2.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.
We acknowledge that the Company conducts substantially all of its operations through its
wholly-owned subsidiary, Chain Bridge Bank, N.A. and that the Company has no other
subsidiaries. Please supplementally confirm whether the Company derived at least 25 3.

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percent of its gross income during its last fiscal year from Chain Bridge Bank, N.A. If so,
please supplementally confirm whether the Company devotes at least 55 percent of its
assets to and derives at least 55 percent of its income from Chain Bridge Bank, N.A.
Summary, page 1
4.We note that here and throughout the prospectus you describe the industry using
compound annual growth rate ("CAGR"). Because CAGR only represents two discrete
snapshots in time, but does not show trends or events during the period represented,
please balance your disclosure by also including the annual rates for the periods
represented. For instance, you discuss the significant impact on your earnings, total
deposits and growth, from the federal election schedule, particularly the four year
Presidential election schedule. Consider presenting the growth rate based on those
periods.
5.We note the chart on page 3 depicting the proportion of insured depository institutions
with a national charter and trust powers as of March 31, 2024. We also note your
statement on page 7 that compared to many other banks, you maintain a lower proportion
of assets you consider to be illiquid. Please revise your disclosure here and throughout the
registration statement to cite specific sources for the market and industry data you present.
6.Please balance your disclosure on page 9 regarding the potential advantages, including
lower fixed costs, of operating without a branch network with the possible drawbacks of
operating without a branch network. For example, you state that you prioritize "personal
service and a relationship based approach." Revise your disclosure to clarify how you
maintain a high level of customer service despite lacking a significant physical footprint.
7.We note your disclosure that you hold a notable position with corporate and trade
association PACS, which you plan to reinforce. Please revise your disclosure to clarify
what you mean by notable position.
Deposit Composition and Strategy, page 3
8.In order for investors to better understand your deposit business, provide an explanation
of "one-way sell ICS deposits."
Experience in Serving Political Organizations, page 9
9.We note the Summary Risk Factor on page 17 regarding “demand deposits concentrated
in political organizations” and the statement on page 9 indicating that political
organizations represent a majority of your transactional accounts. We also note that
fundraising activities, and consequently depositary needs, are generally influenced by the
outcome of elections. Please tell us, with a view towards revised disclosure in Risk
Factors and/or where appropriate, whether you have any concentrations among your
political organization clients.
10.We note your disclosure that a majority of your demand deposits were represented by
political organizations, including Super PACs and Hybrid PACs. We further note your
definition of Super PACs on page ii. Please revise your disclosure to also include a
definition of Hybrid PACs.

July 29, 2024
Page 3
Dual Class Structure and Reclassification, page 19
11.Please disclose here and elsewhere as appropriate the percentage of Class B common
stock that shareholders must keep to continue to control the outcome of matters submitted
to shareholders for approval.
12.Consider revising the heading for this sub-section so that it better describes the
importance of the dual class structure for investors in this transaction.
The Offering
Dividend Policy, page 21
13.We note your disclosure on page 59, that states that you do not intend to pay dividends on
your common stock, including your Class A common stock. Revise this section to clarify
that your policy applies to all common stock, particularly with regards to cash dividends.
Risk Factors, page 26
14.We note your disclosure that in the past, you have managed your Tier 1 leverage ratio by
moving certain deposit accounts off your balance sheet through the ICS network. Please
expand your disclosure in a separate risk factor discussing the risks to your business and
results of operations if you are unable to access or utilize the ICS network to manage your
Tier 1 leverage ratio. Please tell us if you would have met your minimum capital
adequacy ratios for the periods presented without using the ICS program.
Liquidity risk could adversely affect our business, page 27
15.You state that you maintain secured lines of credit with the Federal Home Loan Bank.
However, on page 91 you indicate that you have not pledged any assets to secure the
availability of advances from the Federal Home Loan Bank of Atlanta. Please revise this
section to clarify the current status of this reserve source of liquidity.
Most of our deposits come from a relatively small number of commercial relationships, page 28
16.We note your disclosure that indicates that a limited number of firms provide treasury and
regulatory compliance services to political organizations. We also note that you had a
significant concentration among your largest deposit clients. To the extent that you are
dependent on a specific number of compliance firms for your deposit relationships with a
number of deposit clients, please discuss the concentration in greater detail.
We are subject to operation risk, which could adversely affect our business, page 38
17.This risk factor appears to address general operational risks, but also addresses the
specific operational risks related to your need to transfer large sums of money for your
clients in periods leading up to elections. Revise this risk factor to discuss risks related to
your funds transfer activities under a separate heading which clarifies for investors the
possible impact of an error in a large fund transfer on your financial condition.
The development and use of artificial intelligence presents risks and challenges, page 41
This risk factor discusses risks related to AI, but does not clarify if you currently utilize
AI in operating your business, or if your key vendors utilize AI in providing their services
to you or in processing your client or transaction data. Please revise this risk factor to 18.

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clarify the extent to which this addresses risks related to how you operate your business at
present.
Legal, Regulatory and Compliance Risks
Government regulatoin significantly affects our business, page 42
19.We note your discussion of possible changes to risk-based and leverage capital
requirements. Noting that your assets include a significant amount of low risk-weighted
assets, including liquid securities and cash on deposit, please discuss the extent to which
Basel III might impact a bank of your size.
The Bank is subject to numerous "fair and responsible banking" laws, page 45
20.We note your disclosure on page 121, in which you indicate that changes to the
Community Reinvestment Act ("CRA") regulations, which alter how assessments
evaluate lending beyond traditional assessment areas, which may make it more
challenging to maintain your current "outstanding" rating. Revise this risk factor to
discuss the possible impact on your business of the changes to the CRA.
The multi-class structure of our common stock may adversely affect the trading market, page 49
21.Please revise your disclosure to clarify the risk to investors that your multi-class structure
and the ineligibility for inclusion in certain stock market indices may adversely affect
share price and liquidity.
Use of Proceeds, page 58
22.We note your intent to use the net proceeds for general corporate purposes which may
include repaying debt. If any material part of the proceeds is to be used to discharge
indebtedness, please disclose the interest rate and maturity of such indebtedness. If the
indebtedness to be discharged was incurred within one year, describe the use of the
proceeds of such indebtedness other than short-term borrowings used for working capital.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-Interest Income, page 76
23.We note disclosure on page 76 that your total custody and managed assets increased 86%
from the first quarter of 2023 to the same period in 2024 and 70% from the year ended
December 31, 2022 to the year ended December 31, 2023. Please revise your filing, here
or elsewhere, to describe the fee structure you utilize to earn fees on assets under custody
(“AUC”) and assets under management (“AUM”). Please also discuss any significant
trends or concentrations in your AUC/AUM, as well as related drivers.
Loan Portfolio, page 84
24.We note that over 60% of your loan portfolio for all periods presented is residential real
estate, close-ended/closed-end. Please revise your disclosures to define "close-ended" and
"closed-end", here or elsewhere as appropriate.

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25.We note your disclosures on pages 31 and 111 regarding concentrations and specialization
in non-conforming jumbo loans. Please revise your disclosures to quantify, here or
elsewhere, what proportion of your single family residential portfolio such loans
represent.
26.We note your disclosure on page 31 that one of the main risks associated with your loan
portfolio is your exposure to certain categories of loans with relatively higher credit risk,
including commercial real estate (“CRE”) loans. Please revise your filing, here or
elsewhere as appropriate, to describe the specific details of any risk management policies,
procedures or other actions undertaken by management in response to the current
environment.
27.We note your disclosure on page 85 that Other consumer loans includes multiple loan
types. Please enhance your disclosures, here or elsewhere as appropriate, to give more
details regarding composition of this loan segment (e.g., proportion of different loan types
or similar), changes in the mix over the periods presented, and related drivers. In addition,
quantify the proportion of loans that are secured and unsecured.
28.Please disclose key characteristics of your commercial real estate portfolio that may help
investors understand any associated risks. Please disclose the amount of owner occupied
versus non-owner occupied properties, classification of loans by borrower type, and any
geographic concentration of your loan portfolio.
29.Please tell us, with a view towards revised disclosure, whether there is any significant
overlap between your loan clients and your transactional depositors or their affiliates.
Deposits, page 90
30.We note that the “Amount” column for the March 31, 2024 deposit data on page 90 has an
asterisk but do not see disclosure explaining its meaning. Please advise where this
information is provided or revise your disclosures to address it.
Short Term Borrowings, page 91
31.We note your disclosure that you have line of credit agreements with three correspondent
banks. Please enhance your disclosures here and/or in your Supplemental Funding
Sources section on page 93 to provide some additional detail, such as duration, general
terms, or any covenants, similar to what you disclose on page F-52. In this regard, noting
that the maturity dates disclosed on page F-52 for these facilities have passed, your
revisions should indicate whether they have been extended and, if so, the new maturity
date(s).
Liquidity and Capital Management, page 92
32.We note your disclosures regarding the ICS program, including here and on pages 29 and
66, among other parts of the filing. You indicate that your assets could reach a level that
would require the Bank to control the level of deposits. You also indicate that using the
ICS program helps you to manage the size of your balance sheet. Please revise your
disclosures, here or elsewhere as appropriate, to describe any policies regarding deposit
levels (uninsured or otherwise) and/or what parameters would typically trigger use of ICS.

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Liquidity Management, page 92
33.We note your disclosure that deposits form a primary source of your funding, can
generally be withdrawn on demand, and deposit balances received from federal political
organizations fluctuate due to the seasonality of fundraising and spending around federal
elections. Please revise this section to analyze your ability to generate and obtain adequate
amounts of cash to meet your requirements and your plans for cash in the short-term (i.e.,
the next 12 months from the most recent fiscal period end required to be presented) and
separately in the long-term (i.e., beyond the next 12 months). Identify any known
demands, commitments, events or uncertainties that are reasonably likely to result in your
liquidity increasing or decreasing in any material way. Refer to Item 303 of Regulation S-
K.
Supplemental Funding Sources, page 93
34.We note your disclosure that the Bank can request funding from ICS of up to ten percent
of total assets in a one-way buy of daily maturing or term deposit products. Please revise
your disclosures to clarify whether approval for such a request is guaranteed or at the
discretion of ICS or another party.
Deposit Services, page 110
35.We note your disclosure that you are a member of the IntraFi network of institutions
which allows your deposit clients to enroll in the ICS program to achieve full FDIC
insurance. We also note that you have used the ICS network to manage your Tier 1
leverage ratio during periods of high seasonal deposits. Please expand your disclosure to
provide more detail around the ICS program, including any requirements for becoming
and remaining a member of the IntraFi network, any limitations on transactions that can
occur through the network, and any factors that may limit your use of the program.
Risk Management, page 112
36.We note that you include a number of risk factors that discuss the possible impact on your
business due to exposure to risks, including inaccurate appraisals, cyber risk, operational
risk, employee or contractor misconduct. Revise this section, or another appropriate
section, to address the actions and investments t