SEC Comment Letter 0000000000-23-001761 to Customers Bancorp, Inc. (CUBB, CUBI, CUBI-PE, CUBI-PF) (CIK 0001488813) (CUBB)
Customers Bancorp, Inc. (CUBB, CUBI, CUBI-PE, CUBI-PF) (CIK 0001488813)
Date: Feb. 22, 2023 · CIK: 0001488813 · Accession: 0000000000-23-001761
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File numbers found in text: 001-35542
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United States securities and exchange commission logo
February 22, 2023
Carla A. Leibold
Chief Financial Officer
Customers Bancorp, Inc.
701 Reading Avenue
West Reading, PA 19611
Re:Customers Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Response dated October 28, 2022
File No. 001-35542
Dear Carla A. Leibold:
We have reviewed your October 28, 2022, response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
September 23, 2022, letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 1. Business, page 8
1.We note your response to prior comment 1. Please address the following:
•You state that CBIT tokens may only be created by, transferred to and redeemed by
your commercial customers on the CBIT instant payments platform. If true, please
confirm that CBIT tokens may not be transferred to an external party and explain
how you prevent such transfer;
•Tell us if CBIT tokens have any value or possible use outside of the CBIT payment
platform;
•Tell us whether CBIT tokens can be minted or burned in any way other than
by connecting a DDA to a CBIT wallet and making intrabank transactions;
•Tell us how you maintain access to, or control over, CBIT tokens in a customer's
FirstName LastNameCarla A. Leibold
Comapany NameCustomers Bancorp, Inc.
February 22, 2023 Page 2
FirstName LastName
Carla A. Leibold
Customers Bancorp, Inc.
February 22, 2023
Page 2
CBIT wallet to make transfers, redeem or freeze tokens under the circumstances you
enumerate;
•You state that the primary business purpose for the CBIT payment platform is to
provide a closed-system for real-time intrabank commercial transactions and is not
intended to be a trading platform for tokens/digital assets. Please tell us if you have
any plans to expand the CBIT platform, if so, what those plans are, and whether the
CBIT platform could be used as a a trading platform for tokens/digital assets.
General
2.We note you state that the primary business purpose for the CBIT payment platform is to
provide a closed-system for real-time intrabank commercial transactions and that
the customers who have joined the CBIT platform are primarily in the digital asset
industry. We further note that the Tassat platform promotes digital asset exchanges
among its use cases. Please describe the functions the Tassat platform performs in
facilitating exchanges of digital assets, discuss whether any of these digital assets are or
may be securities under the federal securities laws and consider whether specific risk
factor disclosure is appropriate in future filings.
Please contact David Gessert at (202) 551-2326 or Matthew Derby at (202) 551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance