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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.

 FirstName LastNameMark R. DeFazio
 Comapany NameMetropolitan Bank Holding Corp.
 March 24, 2023 Page 2
 FirstName LastNameMark R. DeFazio
Metropolitan Bank Holding Corp.
March 24, 2023
Page 2
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.

 FirstName LastNameMark R. DeFazio
 Comapany NameMetropolitan Bank Holding Corp.
 March 24, 2023 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Finance
cc:       Gregory M. Sobczak