SecProbe.io

September 4, 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.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 19, 2024
CIK No. 0001392272
Dear Rachel Miller:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 29, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed August 19, 2024
Prospectus Summary, page 2
1.We note your response to prior comment 4. We also note your growth presentation
calculates CAGR for six-year increments for all but the most recent period. We note that
your assets appear to have continued to nearly match their historical growth trend through
the end of the six-year period ending with fiscal year 2023, before dramatically increasing
in the first six months of 2024, resulting in the presented 10.8% rate. Revise your
disclosure to clarify the impact of your growth in the first six months of 2024 on the
amounts presented.
We note your response to prior comment 6. In order for investors to fully appreciate your
business model, please revise your disclosure to address the service level your 2.

September 4, 2024
Page 2
relationship officers can provide to clients without the need for those clients to visit your
branch, limiting your need for a more extensive investment in a branch network.
Risk Factors, page 27
3.We note your response to prior comment 29, your disclosure that a significant portion of
your commercial borrowers are required to maintain deposit accounts with you as part of
their loan agreements, and that the degree to which this overlap contributes to the stability
and profitability of these relationships may vary depending on several factors. If material,
please include a risk factor discussing the risks to your business and results of operations
associated with the overlap between your loan clients and your transactional depositors.
Liquidity risks could adversely affect our business, financial condition and results of operations,
page 29
4.We note your response to prior comment 15. Please revise your risk factor to disclose that
the Federal Home Loan Bank Advance had no collateral pledged and, consequently, you
would have to identify and pledge collateral before you could utilize the FHLB as a
source of additional liquidity, which might slow your access to additional funding.
We may need to raise additional capital, page 33
5.We note your discussion of the $10 million borrowed on a line of credit in order to
contribute capital to your banking subsidiary. To the extent that the capital infusion was
created by the rapid increase in deposits and other assets in 2023 and 2024, consider
adding a specific risk factor to discuss the potential need to raise capital to support the
growth of the bank, particularly in the run-up to election cycles when your short-term
deposits and assets grow dramatically.
Capitalization, page 69
6.The amounts presented in the “Actual” column do not appear to represent amounts as of
June 30, 2024. Please revise your filing to include the appropriate balances as of the most
recent interim period presented in your financial statements.

Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 78
7.We note that you discuss your results of operations for the six months ended June 30,
2024 compared to the same period in 2023. Please revise your filing to also include a
discussion of your results of operations for the three months ended June 30, 2024
compared to the same period in 2023 or to the most recent quarter. See Item 303(c)(2)(ii)
of Regulation S-K.
Trust and wealth management income, page 85
Refer to prior comment 23. We note your disclosure on page 86 which states that you
“employ distinct fee structures” for assets under management (“AUM”) and assets under
custody (“AUC”). Please revise your filing, here or elsewhere, to clarify what is meant by
the term “distinct fee structures” (e.g., management versus performance-based fees,
whether fees differ based on product type, security type, or other factors, etc.) and to 8.

September 4, 2024
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disclose weighted average fee rates for AUM each period. In addition, disclose the extent
to which fee rates for AUM or AUC have changed period-over-period, and, if material,
discuss the drivers of those changes.
Deposits, page 100
9.We note your disclosure on page 102 that you estimate your total uninsured deposits
increased from $648.0 million as of December 31, 2023, or 58.3% of your deposit
portfolio, to $1.0 billion as of June 30, 2024, or 78.3% of your deposit portfolio. In
addition, we note your disclosure on page 76 that in order to manage the risks associated
with uninsured deposits, you aim to maintain high levels of liquidity, asset quality and
financial strength. Understanding the seasonality associated with your deposits in general,
to the extent applicable, please revise your filing to disclose whether you have policies or
internal limits regarding concentrations in uninsured deposits, in total or by type of
depositor, and whether you have complied with any such internal requirements for the
periods presented.
Short-Term Borrowings, page 102
10.Refer to prior comment 31. We note your updated disclosure on page 102 that provides
details surrounding your federal funds line of credit agreements with certain
correspondent banks. Please revise your filing to also include this and any other material
information related to your borrowings in a footnote to your unaudited consolidated
financial statements as of and for the three and six months ended June 30, 2024. Refer to
Regulation S-X 9-03.13.
Notes to Consolidated Financial Statements
Note 1. Organization and Summary of Significant Accounting Policies
Reclassification, page F-32
11.In your response to our prior comment 38, you state that you reclassified certain expense
items between various components of noninterest expense and that “none of those
reclassifications were material to stockholders’ equity or net income.” If true, please
revise your disclosures to state definitively that there was no impact to stockholders’
equity or net income as a result of this reclassification. To the extent there were other
reclassifications that had non-material impacts on these line items, please disclose the
nature and magnitude of the additional change(s).
            Please contact Shannon Davis at 202-551-6687 or Cara Lubit at 202-551-5909 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-551-3419 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

September 4, 2024
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cc:Catherine M. Clarkin