MEMORANDUM OPINION AND ORDER The plaintiff, Banco San Juan Internacional, Inc. (“BSJI”), a Puerto Rico international banking entity, seeks a preliminary injunction to require the Federal Reserve Bank of New York (“FRBNY”) and the Board of Governors of the Federal Reserve System (“Board”) to maintain the Master Account of BSJI with the FRBNY pending a final judgment in this case. BSJI filed this action together with its motion for a preliminary injunction pursuant to Federal Rule of Civil Procedure 65 on July 24, 2023. ECF Nos. 1, 5. BSJI contends that closing BSJI’s Master Account and terminating access to the Federal Reserve System’s services would cause BSJI irreparable harm. ECF No. 7. Because BSJI has failed to meet the requirements for obtaining a preliminary injunction against the FRBNY, the motion is denied. See Monserrate v. New York State Senate, 599 F.3d 148, 154 (2d Cir. 2010). And because BSJI cannot demonstrate that its claimed injury “will be redressed by a favorable disposition” with respect to the Board, BSJI’s motion seeking relief from the Board is dismissed as moot. See Lujan v. Defenders of Wildlife 504 U.S. 555, 560 (1992).1 The Court now makes the following findings of fact and reaches the following conclusions of law pursuant to Federal Rules of Civil Procedure 52(a)(2) and 65. I. The following facts, drawn from the complaint and the parties’ affidavits on this motion, constitute the Court’s findings of fact. See Park Irmat Drug Corp. v. Optumrx, Inc., 152 F. Supp. 3d 127, 132 (S.D.N.Y. 2016) (“In deciding a motion for preliminary injunction, a court may consider the entire record including affidavits and other hearsay evidence.”). i. The Federal Reserve System was established in 1913 by the Federal Reserve Act. 12 U.S.C. §221 et seq (“FRA”). It consists of the Board, the Federal Open Market Committee, and twelve regional Federal reserve banks that serve financial institutions in their respective districts. Id. §222. Federal reserve banks, including the FRBNY, are federal instrumentalities, incorporated pursuant to the FRA. 12 U.S.C. §221; United States ex rel. Kraus v. Wells Fargo & Co., 943 F.3d 588, 592 (2d. Cir. 2019) (“Kraus”). Congress authorized Federal reserve banks to carry out certain banking functions, 12 U.S.C. §§341-361, including the authority to accept or reject deposits from depository institutions, id. §342. Federal reserve banks maintain such deposits in accounts called “Master Accounts” held in the name of the financial institutions. As deposit accounts, Master Accounts are governed by 12 U.S.C. §342, which provides that “[a]ny Federal reserve bank may receive from any of its member banks, or other depository institutions…deposits of current funds in lawful money[.]“ Federal reserve banks issue Operating Circulars, which govern the relationship between a reserve bank and a Master Account holder. Brennan Decl., Ex. 3, ECF No. 52-3 (Operating Circular No. 1). Pursuant to the terms of Operating Circular No. 1, account holders create a Master Account by executing a Master Account Agreement(“MAA”). Id.; Brennan Decl., Ex. 2, ECF No. 52-2 (MAA for BSJI). The MAA sets the terms under which a Master Account can be operated, including the Federal reserve bank’s right to terminate a Master Account “at any time.” Brennan Decl., Ex. 3, ECF No. 52-3 at 11. In addition to the terms set forth in Operating Circular No. 1, a subset of high-risk account holders, including BSJI, agree to enhanced risk-mitigation provisions. Brennan Decl., Ex. 4, ECF No. 52-4. BSJI agreed that “to limit the Risks the customer poses to the [FRBNY], the [FRBNY] may suspend or terminate the Customer’s access to one or more Financial Services [or] close the Customer’s Master Account at any time by giving written notice to the Customer.” Id. at 11. Risk, in this context, is defined as the “the existence of, or the possibility of, financial, legal, compliance, operational, reputational, or other harm to the Bank…posed by the Customer.” Id. at 3. ii. In contrast to the powers vested in the Federal reserve banks, the Board does not have the authority to provide services relevant to banking. See, e.g., 12 U.S.C. §§342, 343, 347, 347c, 347d, 355(1). Instead, the Board provides general oversight of the activities of the reserve banks, including guidance with respect to Master Accounts. In providing this guidance, the Board is not authorized to open or terminate a Master Account and does not handle the administration of any institution’s Master Account. See 12 U.S.C. §§248(j), 342. Rather, the Board sets forth principles to guide “the level of due diligence and scrutiny to be applied by reserve banks to different types of institutions.” 87 Fed. Reg. 51109. In August 2022, the Board published Guidelines for Evaluating Account and Service Requests (“Guidelines”), enumerating six categories of risk. 87 Fed. Reg. 51099. The Board issued these Guidelines after public Notice and Comment, based on its general supervision authority over the operations of the Federal reserve banks. 12 U.S.C. §248(j). According to these Guidelines, institutions not federally insured and that operate outside the scope of the federal banking agencies’ supervisory framework — such as BSJI — are subject to the strictest level of review. 87 Fed. Reg 51110. iii. Puerto Rican law provides for the establishment of International Banking Entities (“IBEs”), Act No. 52 of 1989, and International Financial Entities (“IFEs”), Act No. 273. BSJI is an IBE that does not accept deposits from any person in the United States. Brennan Decl., Ex. 4, ECF No. 52-4 (BSJI Certificate of Registry). BSJI is owned by Marcelino Bellosta-Varady, id., Ex. 14, ECF No. 52-15 at 17, and its customer base is almost exclusively comprised of his close family members and offshore entities they control, Benvenuto Decl., 10, ECF No. 51. In May 2023, BSJI had 14 account holders that maintained a total of 15 deposit accounts. Laursen Decl., 33, ECF No. 10-21. BSJI opened a Master Account with the FRBNY in April 2012. Brennan Decl., Ex. 14, ECF No. 52-14 at 2-3. Because BSJI is not federally insured, nor subject to prudential federal supervision, BSJI is subject to the strictest level of review under the Board’s Guidelines in addition to its obligation to adhere to the FRBNY’s Account and Financial Services Handbook (the “Handbook”). Id. at 3. For continued account access, BSJI must demonstrate that it has implemented an effective compliance program through “the submission of independent consultants’ assessment reports of BSJI’s compliance program” that meet the Handbook’s requirements. Id. To satisfy these requirements, BSJI retained an independent consultant, K2 Integrity (“K2″), to complete the assessment reports. Id. at 7. iv. On February 6, 2019, the Federal Bureau of Investigation (“FBI”) investigated BSJI’s transactions and its compliance. Benvenuto Decl., 6, ECF No. 51. The United States District Court for the District of Puerto Rico issued a seizure warrant that instructed the FRBNY to transfer a substantial portion of the funds in BSJI’s account to the United States Marshals, id., and the FRBNY suspended BSJI’s account, id. On February 11, 2020, the United States Attorney’s Office for the District of Puerto Rico announced that BSJI had agreed to pay a fine and improve its anti-money-laundering policies. On March 16, 2020, BSJI and the FRBNY executed the “Supplemental Terms,” requiring enhanced risk-mitigation measures and reconfirming the FRBNY’s right to close BSJI’s account. Brennan Decl., Ex. 4, ECF No. 52-4 at 11. BSJI agreed as follows: In addition to the Bank’s rights under OC 1 and other operating circulars, to limit the Risks the Customer poses to the Bank, the Bank may suspend or terminate the Customer’s access to one or more Financial Services, close the Customer’s Mater Account, impose conditions that must be satisfied before the Bank will process certain or all types of Financial Services transactions, or restrict or otherwise adopt risk-management measures with respect to Financial Services or the Customer’s Master Account at any time by giving written notice to the Customer. Id. at 11. Pursuant to the settlement agreement, the FRBNY restored BSJI’s account access in December 2020. Benvenuto Decl., 7, ECF No. 51. Then, in July 2022, the FRBNY notified BSJI that BSJI had breached the Supplemental Terms by failing to submit on time three mandated assessments attesting to the effectiveness of its compliance programs. Brennan Decl., Ex. 15, ECF No. 52-15 at 2. The FRBNY explained: “Consistent with the New York Fed’s practices of assessing, managing, and mitigating risk under the Handbook…we have concluded BSJI poses undue risk to the New York Fed due to, among other things, this noncompliance.” Id. For this reason, the FRBNY informed BSJI that it would be closing BSJI’s account in September 2022. Id. In response, BSJI submitted its required reports, id. Ex. 17, ECF No. 52-17 at 2, and the FRBNY suspended closure, id. at 2-3. In the months that followed, the FRBNY sent BSJI requests for information, BSJI provided its responses, and anti-moneylaundering specialists, including the FRBNY’s Compliance Function (“Compliance”), evaluated the risks posed by BSJI’s continued account access. Id. Ex. 14, ECF No. 52-14 at 12-17. In 2023, the FRBNY’s “first-line of defense” — the Reserve Bank Accounts and Services Function (“RBAS”) — requested that Compliance provide its views on the compliance risks posed by BSJI. On March 31, 2023, Compliance provided a thorough report of these risks, including a review of BSJI’s compliance reports and the observations by K2, BSJI’s consultant. See id. In that report, Compliance noted that BSJI did not file any Suspicious Activity Reports (“SARs”) on any transaction activity reviewed by K2, id. at 7, which was particularly concerning given the “large inflows from shell companies in high-risk jurisdictions, owned by related parties of BSJI’s owners,” id. at 13, inconsistent documentation regarding large payments to various individuals, id. at 15, 16-17, missing account information, id., and BSJI’s failure to provide an explanation for suspicious wire transfers, id. at 16. Compliance ultimately determined that BSJI posed undue risk under Principle 5 of the Board’s Guidelines and that this risk could not be effectively mitigated with additional controls. Id. at 17-18.2 After reviewing transactions among BSJI’s owner’s family members, id. at 13-18, BSJI’s responses, id. at 12, and inconsistencies in reporting transactions, id. at 13, Compliance concluded as follows: Given the programmatic weaknesses in BSJI’s compliance program, as evidenced by the serious and persistent issues identified in K2′s reports, the significant number of red flags identified in BSJI’s transaction activity, and the high concentration of suspicious transactions with parties related to BSJI, Compliance does not believe that additional controls would be an effective way of managing the undue risk posed by BSJI. Id. at 17-18. On April 1, 2023, RBAS agreed with Compliance’s views that BSJI “does not meet principle 5 of the Guidelines and has determined that, because BSJI poses undue risk under principle 5, BSJI poses undue risk to the New York Fed.” Id., Ex. 19, ECF No. 52-19 at 4. After considering numerous controls to “manage the undue risk posed by BSJI,” id., RBAS concluded that “the risk controls that BSJI had supposedly implemented in recent years have not been effective in addressing the deficiencies in BSJI’s compliance program or reducing the high-risk nature of BSJI’s transaction activity.” Id. at 4-5. RBAS reached this conclusion after enumerating several limitations of the potential controls, and explaining why these controls would not mitigate the full scope of programmatic weaknesses. Id. at 4 n.6. Thereafter, RBAS consulted with the Board regarding its closure decision. Id. at 5. On April 12, 2023, having reviewed the FRBNY’s pre-decisional analyses of BSJI’s existing access, the Board advised the FRBNY: “We have no concerns with the Reserve Bank’s application of the Guidelines to BSJI’s [access] and with it moving forward with its intended action to terminate BSJI’s access based on this analysis.” Id., Ex. 20, ECF No. 52-20, at 2. By letter dated April 24, 2023, the FRBNY informed BSJI that its account and access to financial service would be terminated on June 20, 2023. Id., Ex. 21, ECF No. 52-21. The letter explained that the FRBNY was “exercising its contractual rights to close [BSJI's] master account and terminate its access to the New York Fed financial services…upon notice to BSJI under both the Supplemental Terms…as well as the applicable operating circulars.” Id. at 2. The letter included three pages of compliance deficiencies that led the FRBNY to conclude that “continuing to provide a master account and financial services to BSJI poses undue risk to the overall economy by facility activities such as money laundering, economic or trade sanctions violations, or other illicit activities.” Id. at 5. On June 30, 2023, the FRBNY informed BSJI that the FRBNY was moving forward with closing BSJI’s Master Account on July 31, 2023. Id., Ex. 9, ECF No. 52-9. The FRBNY explained that it had reviewed a June 27, 2023 letter from BSJI as well as prior communications, including a June 20, 2023 telephone call, but was unpersuaded. The FRBNY explained that in the telephone call it: …provided a detailed explanation of our significant [Anti-Money Laundering] concerns related to BSJI’s transaction activity. We noted our observations that much of BSJI’s transaction activity consists of the rapid movement of funds on behalf of high-risk entities located in high-risk jurisdictions that are controlled by close relatives of BSJI’s owner…. These transactions often lack a clear business purpose and in some instances are suggestive of layering. Id. at 2-3. The FRBNY told BSJI it would consider extending the closure date if BSJI needed time to wind down its account use, id. at 3, which would provide BSJI with an opportunity to seek a correspondent commercial banking relationship to continue operations. Rather than pursue this opportunity, on July 25, 2023, BSJI moved for a temporary restraining order and a preliminary injunction. ECF Nos. 1, 6. On July 26, 2023, this Court held a conference on BSJI’s motions, providing the parties with an opportunity to reach an agreement that would obviate the need for the Court to rule on BSJI’s motion for a temporary restraining order prior to its decision on BSJI’s motion for a preliminary injunction. ECF No. 24.3 On July 28, 2023, the FBRNY agreed to keep BSJI’s Master Account open through this Court’s resolution of BSJI’s motion for a preliminary injunction, and BSJI agreed to retain a transaction monitor subject to the FRBNY’s approval. ECF No. 25. II. The Court reaches the following conclusions of law. To succeed on its motion for a preliminary injunction enjoining the FRBNY and the Board from terminating its Master Account access, BSJI must show: “(1) irreparable harm; (2) either a likelihood of success on the merits or both serious questions on the merits and a balance of hardships decidedly favoring the moving party; and (3) that a preliminary injunction is in the public interest.” N. Am. Soccer League, LLC v. U.S. Soccer Fed’n, Inc., 883 F.3d 32, 37 (2d Cir. 2018); Plaza Health Laboratories, Inc. v. Perales, 878 F.2d 577, 580 (2d Cir. 1989). Moreover, “where the moving party seeks to stay governmental action taken in the public interest pursuant to a statutory or regulatory scheme, the district court should not apply the less rigorous fair-ground-for-litigation standard and should grant the preliminary injunction only if the moving party establishes, along with irreparable injury, a likelihood that he will succeed on the merits of his claim.” Plaza Health Laboratories, 878 F.2d at 580. BSJI’s motion seeks to enjoin government action taken for the public interest: the Board is an independent agency of the United States government, see 12 U.S.C. §241, and the FRBNY is a federal instrumentality. See Kraus, 943 F.3d at 592; 12 U.S.C. §391. The FRBNY determined to close BSJI’s Master Account to mitigate risk to the “overall economy.” See Brennan Decl., Ex. 21, ECF No. 52-21, at 2, 5. Accordingly, this Court may grant the preliminary injunction, only if BSJI establishes, along with irreparable injury, a likelihood of success on the merits of its claim. See Plaza Health Laboratories, Inc., 878 F.2d at 580; see also Molloy v. Metropolitan Transp. Authority, 94 F.3d 808, 811 (2d Cir. 1996) (finding that “a likelihood of success on the merits” standard applied when the plaintiffs sought a preliminary injunction enjoining the Metropolitan Transit Authority from implementing a staff reduction plan). In any event, as explained below, the plaintiff has also failed to show a serious question on the merits. A. Irreparable harm is “the single most important prerequisite for the issuance of a preliminary injunction.” Faiveley Transp. Malmo AB v. Wabtec Corp., 559 F.3d 110, 118 (2d Cir. 2009). A movant must show that, absent a preliminary injunction, the movant “will suffer an injury that is neither remote nor speculative, but actual and imminent and one that cannot be remedied if a court waits until the end of trial to resolve the harm.” Freedom Holdings, Inc. v. Spitzer, 408 F.3d 112, 114 (2d Cir. 2005). BSJI contends that such relief is necessary, but its arguments are based on unsubstantiated claims. BSJI alleges that it will lose its customers without the existence of a Master Account, see ECF No. 7 at 17, but BSJI’s predictions about whether BSJI would continue to exist is based on speculation. See Impax Media Inc. v. Ne. Advert. Corp., No. 17-cv-8272, 2018 WL 358284, at *5 (S.D.N.Y. Jan. 10, 2018) (“instead of presenting concrete data…plaintiff offers only the self-serving statement…that its business will collapse without an injunction”); DTC Energy Grp., Inc. v. Hirschfeld, 912 F.3d 1263, 1271 (10th Cir. 2018) (“[N]ot all plaintiffs who have already suffered lost customers…can show a sufficient probability of future irreparable harm to warrant a preliminary injunction.”); Kwan Software Eng’g, Inc. v. Foray Techs., LLC, 551 F. App’x 298, 299 (9th Cir. 2013) (declaration by a company president that customers might be lost was “only speculative evidence”). BSJI relies on the 22-month period in which the FRBNY suspended BSJI’s access to its Master Account as proof of this irreparable harm, see ECF No. 7, at 6-7, alleging that its loss of Master Account access caused “enormous reputational and financial harm,” and that BSJI now retains “two percent of the depositors it had prior to the suspension of its access to these services.” Id. at 16. But a substantial reason for BSJI’s reduction in its customers’ accounts was strategic. Indeed, BSJI determined to reduce its retail client base to address its highrisk profile. See Vazquez Decl., ECF No. 10,
