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United States securities and exchange commission logo
June 24, 2021
Michael J. Gilfeather
President and Chief Executive Officer
Orange County Bancorp, Inc.
212 Dolson Avenue
Middletown, NY 10940
Re: Orange County
Bancorp, Inc.
Draft Registration
Statement on Form S-1
Submitted May 28,
2021
CIK No. 0001754226
Dear Mr. Gilfeather:
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.
Draft Registration Statement on Form S-1
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. Please contact the staff member associated
with the review of this
submission to discuss how to submit the materials, if any, to us for
our review.
Michael J. Gilfeather
Orange County Bancorp, Inc.
June 24, 2021
Page 2
Summary
Premier commercial bank in the Lower Hudson Valley region, page 8
2. Please revise this section to better place these discussions in
context by including
disclosures regarding the market share held by non-community banks in
your market area.
Risk Factors
The reduced disclosures and relief from certain other significant disclosure
requirements..., page
32
3. Since you are also a smaller reporting company, please add a separate
risk factor
disclosing that even if you no longer qualify as an emerging growth
company, you may
still be subject to reduced reporting requirements so long as you are
a smaller reporting
company.
Use of Proceeds, page 39
4. Please indicate whether you intend to use any of the proceeds in order
to repay the
borrowings described on page 65. If so, please refer to the
Instructions to Item 504 of
Regulation S-K in order to provide the required disclosures.
Principal and Selling Stockholders, page 124
5. Please disclose the natural person(s) who directly or indirectly
exercise sole or shared
voting or investment control over the shares held by Banc Fund IX LP
and Banc Fund
VIII LP. Refer to Item 403 of Regulation S-K and Exchange Act Rule
13d-3.
You may contact William Schroeder at (202) 551-3294 or Michael Volley
at (202) 551-
3437 if you have questions regarding comments on the financial statements and
related matters.
Please contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552
with any other
questions.
FirstName LastNameMichael J. Gilfeather Sincerely,
Comapany NameOrange County Bancorp, Inc.
Division of
Corporation Finance
June 24, 2021 Page 2 Office of
Finance
FirstName LastName