SecProbe.io

CORRESP
 1
 filename1.htm

 June 4, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Eric Envall, Attorney

 Re: MetroCity Bankshares, Inc.

 Registration Statement on Form S-4

 Filed May 23, 2025 (amended on
June 4, 2025)

 File No. 333-287567

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the "Securities Act"), MetroCity Bankshares, Inc., a Georgia
corporation (the "Registrant"), hereby requests acceleration by the U.S. Securities and Exchange Commission of the effective
date of the above-captioned Registration Statement on Form S-4, as amended (the "Registration Statement"). The Registrant
respectfully requests that the Registration Statement become effective under the Securities Act as of 4:00 p.m., Eastern Time, on Friday,
June 6, 2025, or as soon thereafter as practicable.

 Please contact Beth A. Whitaker
of Hunton Andrews Kurth LLP, the Registrant's counsel, at (214) 468-3575 with any questions you may have concerning this request.
In addition, please notify Mrs. Whitaker when this request for acceleration has been granted.

 Thank you for your assistance
in this matter.

 Sincerely,

 METROCITY BANKSHARES, INC.

 By:
 /s/ Nack Y. Paek

 Name:
 Nack Y. Paek

 Title:
 Chairman, Chief Executive Officer

 cc: Beth A. Whitaker, Hunton Andrews
Kurth LLP

 Lucas Stewart, MetroCity Bankshares, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

Nack Y. Paek
Chairman and Chief Executive Officer
MetroCity Bankshares, Inc.
5114 Buford Highway
Doraville, GA 30340

 Re: MetroCity Bankshares, Inc.
 Registration Statement on Form S-4
 Filed May 23, 2025
 File No. 333-287567
Dear Nack Y. Paek:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Eric Envall at 202-551-3234 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Beth Whitaker
</TEXT>
</DOCUMENT>

CORRESP
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Metrocity Bankshares, Inc.

5114 Buford Highway,

Doraville, Georgia 30340

September 30, 2019

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Eric Envall; Pamela Long

    Re:

        MetroCity Bankshares, Inc.

        Registration Statement on Form S-1

        File No. 333-233625

Ladies and Gentlemen:

Pursuant to the provisions of Rule 461
under the Securities Act of 1933, as amended, MetroCity Bankshares, Inc., a Georgia corporation (the “Registrant”),
hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective on October 2, 2019, at 4:00 P.M., Washington D.C. time, or as soon as practicable thereafter or at
such later time as the Registrant or its counsel may orally request via telephone call to the staff of the U.S. Securities and
Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Alston & Bird LLP, by calling David Park at (404) 881-7411.

Thank you for your assistance in this matter.

[Signature Page Follows]

    Very truly yours,

    METROCITY BANKSHARES, INC.

    By:

    /s/ Farid Tan

    Name:

    Farid Tan

    Title:

    President and Chief Financial Officer

[Signature Page to Acceleration Request]

CORRESP
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September 30, 2019

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Eric Envall; Pamela Long

    Re:

        MetroCity Bankshares, Inc.

        Registration Statement on Form S-1

        File No. 333-233625

Ladies and Gentlemen:

Pursuant to the provisions of Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), as representative of the several underwriters
of the proposed initial public offering of the common stock of MetroCity Bankshares, Inc., a Georgia corporation (the “Registrant”),
we hereby join the Registrant in requesting the effectiveness of the Registrant’s above-referenced Registration Statement
on Form S-1, as amended, be accelerated so that it will become effective on October 2, 2019, at 4:00 P.M., Washington D.C.
time, or as soon thereafter as practicable or at such later time as the Registrant or its counsel may orally request via telephone
call to the staff of the U.S. Securities and Exchange Commission.

Additionally, pursuant to Rule 460 of
the Securities Act, and in connection with the foregoing, we hereby advise you that the underwriters have distributed 951
copies of the preliminary prospectus dated September 24, 2019, through the date hereof, to prospective underwriters,
institutional investors, dealers and others.

The undersigned, on behalf of itself and
as representative of the several underwriters, hereby represents that the underwriters have and will, comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above offering.

[Signature Page Follows]

    Very truly yours,

    KEEFE, BRUYETTE & WOODS, INC.

    as Representative of the several Underwriters

    By:
    /s/ Victor A. Sack

    Name: Victor A. Sack

    Title: Managing Director

[Signature Page to Underwriter Acceleration
Request]

CORRESP
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One Atlantic
Center

1201 West
Peachtree Street

Atlanta, GA
30309-3424

404-881-7000
| Fax: 404-881-7777

    David Park
    Direct Dial:  404-881-7411
    Email:  david.park@alston.com

September 4, 2019

Ms. Pamela Long
Assistant Director Office of Financial Services
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

    Re:

        MetroCity Bankshares, Inc.

        Draft Registration Statement on Form S-1

        Submitted August 2, 2019

        CIK No. 0001747068

Dear Ms. Long,

On behalf of MetroCity
Bankshares, Inc. (the “Company”), this letter sets forth the Company’s responses to the comments of the
staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission set forth in
its letter dated August 26, 2019 (the “Comment Letter”), regarding the above-referenced draft registration
statement on Form S-1 (the “Draft Registration Statement”). The Company has also revised the Draft Registration
Statement in response to the Staff’s comments and is publicly filing concurrently with this letter the Registration
Statement on Form S-1 (“Registration Statement”), which reflects these revisions and updates and clarifies
certain other information.

For the convenience of the Staff, each comment
from the Comment Letter is restated in italics prior to the response to such comment. Page references in the text of this letter
correspond to pages and captions in the Registration Statement. We are also sending, under separate cover, a marked copy of the
Registration Statement showing the changes from the Draft Registration Statement submitted on August 2, 2019.

General

 1. Please supplementally provide us with 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, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.

September 4, 2019

Page 2

Response: The Company confirms that it will supplementally
provide the Staff with copies of all written communications, if any, that it, or anyone authorized to do so on its behalf, presents
to potential investors in reliance on Section 5(d) of the Securities Act.

Market Price of Common Stock, page 47

 2. Please revise to provide the range of high and low bid information for each full quarterly period within the two most recent
fiscal years and any subsequent interim period, and other information called for by Item 201(a) of Regulation S-K.

Response: In response to the Staff’s comments,
the Company has revised the disclosure on page 47 to provide the range of high and low bid information for each full quarterly
period within the two most recent fiscal years and the subsequent interim periods.

Noninterest Income, page 54

 3. We note your disclosure on pages 54, 60 and 65 that when selling the guaranteed portion of SBA loans, you are required by
GAAP to defer a portion of the gain on sale over the life of the unguaranteed portion of the loan which you hold. In order to better
understand your accounting related to your SBA loan sales, please provide us the following information related to a typical SBA
loan sale, including:

 · the fair value of the portion of the SBA loan sold and the portion retained,

 · how you allocate the previous carrying amount based on the relative fair values at the date of the transfer,

 · how you calculate of the gain on sale in accordance with ASC 860-20-40-1A, and

 · the journal entry recorded.

See ASC 860-20-55-46 for an example of the information
we requested.

Response: In calculating the gain on sale of
SBA loans, the Company’s investment in the loan is allocated among the unguaranteed portion of the loan retained and
the guaranteed portion of the loan sold, based on the relative fair market value of each portion. The gain on the sold
portion of the SBA loan is recognized based on the difference between the sale proceeds and the allocated investment in the
portion sold. The difference between the portion retained (i.e. participating interest) and its relative fair market value at
the date of sale based on the cash premium bid is recorded as a loan discount and accreted into interest income over
the remaining life of the loan as an adjustment to yield. We have included below a recent SBA loan sale calculation to
illustrate how we calculate the fair market value portion sold and portion retained, the gain on sale in accordance with ASC
860-20-40-1A, and the recorded journal entry.

September 4, 2019

Page 3

Gain on Sale of SBA
Loan

FASB 166 Calculation

    GopChang Story BBQ

    Month of sale
      6

    Year of sale
      2019

    Loan amount
    $ 5,000,000

    Term (months)
      300

    % sold
      75.00 %

    Loan sale price
      110.819

      15,356.25  to SBA

    Gross Premium
    $ 390,356.25

    Fair

    Basis

    Value

    Allocation
    Difference

    Gain on sale

    Interest sold
    $ 4,140,356
      76.81 %
    $ 3,840,522

      299,834  gain

    Interest retained
    $ 1,250,000
      23.19 %
    $ 1,159,478

      90,522  deferred

    $ 5,390,356
      100.00 %
    $ 5,000,000

    Gain on sale

    Proceeds

    $ 4,140,356

    Basis

    $ 3,840,522

    Gain

    $ 299,834

    Accounting entry

    Cash

    $ 390,356.25

    Deferred Gain on Sale

    $ 90,521.90

    Gain on Sale

    $ 299,834.35

    $ 390,356.25
    $ 390,356.25

 4. Please revise your accounting policy discussion to more accurately describe your accounting related to the sale of the guaranteed
portion of the SBA loans consistent with the terminology used in ASC 860-20-40-1A, if appropriate.

Response: The Company accounts for the sale of the guaranteed
portion of SBA loans in accordance with ASC 860-20-40-1A. The Company understands that the prior disclosures on pages 54, 60 and
65 and in Note 1 of the 2018 consolidated financial statements on page F-41 in the Draft Registration Statement could result in
confusion that the Company is not accounting for this sale in accordance with ASC 860-20-40-1A. As a result and in response to
the Staff’s comment, the Company has revised the disclosure in Note 1 on page F-41 accordingly. The Company has also removed
the related disclosure on pages 54, 60 and 65, as discussed in comment #3 above, to avoid any further confusion.

September 4, 2019

Page 4

Credit Quality, page 90

 5. We note your disclosure on pages 3 and 90 that, “A significant portion of our nonperforming assets, reserves and charge-offs
are attributable to auto loan pools that we purchased in prior years.” Based on quantitative information on page 49, it appears
that the auto loans pools had an immaterial impact on certain credit metrics as of June 30, 2019. Please review your disclosure
to more accurately describe the impact of the auto loan pools on credit metrics.

Response: In response to the Staff’s comments,
the Company has removed the disclosure on pages 3 and 90 due to the immaterial impact of the auto loan pools on the Company’s
credit metrics and to keep consistent with the quantitative disclosure on page 49.

September 4, 2019

Page 5

Please do not hesitate to contact the undersigned at 404-881-7411
if you should have any questions.

    Sincerely,

    /s/ David Park

    David Park

cc: Nack Paek, Chairman and Chief Executive Officer, MetroCity
Bankshares, Inc.

August 26, 2019
Nack Paek
Chairman and Chief Executive Officer
MetroCity Bankshares, Inc.
5114 Buford Highway
Doraville, GA 30340
Re:MetroCity Bankshares, Inc.
Draft Registration Statement on Form S-1
Submitted on August 2, 2019
CIK No. 0001747068
Dear Mr. Paek:
            We have reviewed your draft registration statement 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS of Form S-1 filed August 2, 2019
General
1.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Market Price of Common Stock, page 47
2.Please revise to provide the range of high and low bid information for each full quarterly
period within the two most recent fiscal years and any subsequent interim period, and
other information called for by Item 201(a) of Regulation S-K.

 FirstName LastNameNack Paek
 Comapany NameMetroCity Bankshares, Inc.
 August 26, 2019 Page 2
 FirstName LastName
Nack Paek
MetroCity Bankshares, Inc.
August 26, 2019
Page 2
Noninterest Income, page 54
3.We note your disclosure on pages 54, 60 and 65 that when selling the guaranteed portion
of SBA loans, you are required by GAAP to defer a portion of the gain on sale over the
life of the unguaranteed portion of the loan which you hold. In order to better understand
your accounting related to your SBA loan sales, please provide us the following
information related to a typical SBA loan sale, including:

•the fair value of the portion of the SBA loan sold and the portion retained,
•how you allocate the previous carrying amount based on the relative fair values at the
date of the transfer,
•how you calculate of the gain on sale in accordance with ASC 860-20-40-1A, and
•the journal entry recorded.

See ASC 860-20-55-46 for an example of the information we requested.
4.Please revise your accounting policy discussion to more accurately describe your
accounting related to the sale of the guaranteed portion of SBA loans consistent with the
terminology used in ASC 860-20-40-1A, if appropriate.
Credit Quality, page 90
5.We note your disclosure on pages 3 and 90 that, “A significant portion of our
nonperforming assets, reserves and charge-offs are attributable to auto loan pools that we
purchased in prior years.” Based on quantitative information on page 49, it appears that
the auto loan pools had an immaterial impact on certain credit metrics as of June 30, 2019.
Please revise your disclosure to more accurately describe the impact of the auto loan pools
on credit metrics.
            You may contact Michael Volley at (202) 551-3437 or John Nolan, Senior Assistant
Chief Accountant at (202) 551-3492 if you have questions regarding comments on the financial
statements and related matters.  Please contact Eric Envall at (202) 551-3234 or Pam Long,
Assistant Director at (202) 551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

September 13, 2018
Nack Paek
Chairman and Chief Executive Officer
MetroCity Bankshares, Inc.
5114 Buford Highway
Doraville, GA 30340
Re:MetroCity Bankshares, Inc.
Draft Registration Statement on Form S-1
Submitted on August 17, 2018
CIK No. 0001747068
Dear Mr. Paek:
            We have reviewed your draft registration statement 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form S-1 filed August 17, 2018
General
1.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Residential Mortgage Lending, page 4
2.Please expand your discussion here, and elsewhere in your filing when you discuss your

 FirstName LastNameNack Paek
 Comapany NameMetroCity Bankshares, Inc.
 September 13, 2018 Page 2
 FirstName LastNameNack Paek
MetroCity Bankshares, Inc.
September 13, 2018
Page 2
residential mortgage lending underwriting practices, to describe the specific aspects of
your product make the residential mortgage loan "non-conforming."  We note that you
indicate that you generally make loans with a low LTV, so please describe the factors that
makes your product non-conforming.
Business, Key Investment Highlights, page 85
3.Please describe the source that determined that these eight banks make up your ethnic peer
group.
Business, Key Investment Highlights, Credit Quality, page 87
4.It appears your credit quality metrics excluding the impact of your auto loan pools meet
the definition of a non-GAAP financial measure.  Please revise to disclose the information
required by Rule 100(a) of Regulation G and Item 10(e)(1)(i) of Regulation S-K.
Business, Our Strategic Focus, Growing Sources of Recurring Noninterest Income, page 88
5.Please tell us how the structuring of your loan sales impacts the recognition and
measurement of the gain on sale.  Please provide us the calculation of the gain on sale
when a sale is structured with higher servicing income and the calculation of the gain on
sale when a sale is structured with higher upfront premium to show the impact of your
structuring on the gain on sale calculation.
6.You disclose that you deliberately structure your residential mortgage loan pool sales to
maximize servicing income at the expense of lower upfront premiums in order to grow
your recurring revenue stream, making your returns more predictable and less reliant on
gain on sale revenue.  Please tell us how you considered whether the benefits of servicing
are significantly above an amount that would fairly compensate a substitute service
provider, should one be required and that the transferred portion meets the definition of a
participating interest.  Refer to ASC 860-50-55-4 for guidance.
Business, Our Strategic Focus, Deposit Gathering, page 89
7.We note that on page F-53 it appears that your brokered time deposits went from 1.2% of
your total deposits in 2016 to 7.6% of your total deposits in 2017.  Please include a
discussion in this section regarding how brokered deposits fit into your deposit gathering
business strategy.  In addition, please add a risk factor that includes a discussion of the
risks associated with increasing the reliance on brokered deposits as a source of your
deposit base.
Employment Agreements with Named Executive Officers, page 124
8.Please include in a future filing as exhibits the employment agreements that you have
entered into with each of Messrs. Paeck, Tan, and Kim.  Refer to Item 601(b)(10)(iii).

 FirstName LastNameNack Paek
 Comapany NameMetroCity Bankshares, Inc.
 September 13, 2018 Page 3
 FirstName LastName
Nack Paek
MetroCity Bankshares, Inc.
September 13, 2018
Page 3
Note 3 - Loans and Allowance for Loan Losses, page F-13
9.Please revise your disclosure made in accordance with ASC 310-10-50-11B(g) and (h) for
all periods presented to separately present amounts related to loans acquired with
deteriorated credit quality determined under ASC 310-30.  Refer to ASC 310-10-50-11C
for guidance.
Note 8 - Fair Value, page F-23
10.It appears that your reconciliation of assets and liabilities measured at fair value on a
recurring basis using significant unobservable inputs (Level 3) does not include
obligations of U.S. Government entities and agencies which are recurring Level 3 fair
value measurements as noted on page F-21.  Please revise your disclosure for all periods
presented to include all recurring fair value measurements categorized within Level 3 of
the fair value hierarchy or tell us why they are not included.
Note 1 — Summary of Significant Accounting Policies, Loans Held for Sale, page F-40
11.You disclose that a portion of the premium on the sale of SBA loans is recognized as
gain on sales of loans at the time of the sale and the remaining portion of the premium
related to the unsold principal of the SBA loans is deferred and amortized over the
remaining life of the loans as an adjustment to yield.  Please tell us the accounting
guidance that supports your policy to defer a portion of the gain on sale.  Additionally,
please tell us how you considered the guidance in ASC 860-20-25-6 that indicates that it is
not appropriate for a transferor to defer any portion of a gain or loss resulting from the
sale of a financial asset.
            You may contact Michael Volley, Staff Accountant at (202) 551-3437 or John Nolan,
Senior Assistant Chief Accountant at (202) 551-3492 if you have questions regarding comments
on the financial statements and related matters.  Please contact Eric Envall, Staff Attorney at
(202) 551-3234 or Pamela Long, Assistant Director at (202) 551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services