Chain Bridge I Relocates HQ to Dover, DE

TL;DR

**Chain Bridge I moved its HQ to Dover, DE, on Dec 29, 2023.**

AI Summary

Chain Bridge I, a SPAC, reported on December 29, 2023, that it changed its principal executive offices from 330 Primrose Road, Suite 500, Burlingame, California 94010 to 8 The Green #17538, Dover, DE 19901. This move is significant because it indicates a potential shift in operational focus or a cost-saving measure, which could impact the company's efficiency and future deal-making capabilities, directly affecting shareholders' investment value.

Why It Matters

The change in address could signal a strategic shift for Chain Bridge I, potentially impacting operational costs and accessibility for future business combinations, which directly affects shareholder value.

Risk Assessment

Risk Level: low — A change of address is a minor administrative event and does not inherently pose significant financial risk to the company or its investors.

Analyst Insight

Investors should monitor future filings for any further strategic changes or announcements related to Chain Bridge I's business combination efforts, as a change in headquarters can sometimes precede other operational shifts.

Key Players & Entities

• Chain Bridge I (company) — the registrant
• December 29, 2023 (date) — date of earliest event reported
• 330 Primrose Road, Suite 500, Burlingame, California 94010 (address) — former principal executive offices
• 8 The Green #17538 Dover, DE 19901 (address) — new principal executive offices
• 001-41047 (number) — Commission File Number
• 202-656-4257 (number) — registrant's telephone number

Forward-Looking Statements

• The change of address may lead to reduced operational costs for Chain Bridge I. (Chain Bridge I) — medium confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.0001 — et Class A ordinary shares, par value $0.0001 per share CBRG The Nasdaq Capital M
• $1.15 million — tment irrevocably agreed to convert the $1.15 million loan by CB Co-Investment to the Company
• $10.20 — rust account to below the lesser of (i) $10.20 per public share and (ii) the actual am
• $1.5 million — ton AC agreed to loan the Company up to $1.5 million pursuant to an unsecured non-interest b
• $1.00 — into additional warrants at a price of $1.00 per warrant, which warrants will be ide
• $30,000 — ch the Company will pay Fulton AC up to $30,000 per month for the cost of the use of th

Filing Documents

• tm241879d1_8k.htm (8-K) — 48KB
• tm241879d1_ex10-1.htm (EX-10.1) — 30KB
• tm241879d1_ex10-2.htm (EX-10.2) — 25KB
• tm241879d1_ex10-3.htm (EX-10.3) — 37KB
• tm241879d1_ex10-4.htm (EX-10.4) — 12KB
• tm241879d1_ex10-5.htm (EX-10.5) — 23KB
• 0001104659-24-001751.txt ( ) — 448KB
• cbrgu-20231229.xsd (EX-101.SCH) — 4KB
• cbrgu-20231229_def.xml (EX-101.DEF) — 28KB
• cbrgu-20231229_lab.xml (EX-101.LAB) — 39KB
• cbrgu-20231229_pre.xml (EX-101.PRE) — 26KB
• tm241879d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 29, 2023 (the "Closing Date"), Chain Bridge I (the "Company"), Chain Bridge Group (the "CBG"), CB Co-Investment LLC ("CB Co-Investment" and, together with the CBG, the "Sellers") and Fulton AC I LLC ("Buyer"), consummated the transactions contemplated by that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), dated December 8, 2023, by and among the Company, the Sellers and the Buyer, pursuant to which Buyer acquired from the Sellers an aggregate of (i) 3,035,000 Class B Ordinary Shares and (ii) warrants to purchase 7,385,000 Class A Ordinary Shares exercisable 30 days after the consummation of a Business Combination in accordance with the Company's Amended and Restated Memorandum and Articles of Association. As of the Closing Date, and in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement: (1) CB Co-Investment irrevocably agreed to convert the $1.15 million loan by CB Co-Investment to the Company into Loan Conversion Warrants (as contemplated and defined in that certain Warrant Agreement, dated November 9, 2021 by and between the Company our transfer agent (the "Warrant Agreement")). Upon consummation of a Business Combination. 805,000, 273,431 and 71,569 of the Loan Conversion Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively. All other existing indebtedness was terminated as of the Closing Date. (2) CBG, CB Co-Investment and Roger Lazarus, our Chief Financial Officer, entered into voting agreements (the "Voting Agreements") pursuant to which they agreed to vote all of the voting securities of the Company that each of them is entitled to vote as of the date thereof or thereafter in favor of a proposal to amend and restate its Amended and Restated Memorandum and Articles of Association (the "Amendment Proposal") to among other things: (i) extend from February 15, 2024 to November 15, 2024 (th

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On the Closing Date, the Company and CBG entered into a Letter Agreement terminating each of (i) the Administrative Services Agreement, dated November 9, 2021, by and between the Company and CBG and (ii) the Convertible Promissory Note, dated November 16, 2022, by and between the Company and CBG (the "CBG Note") and forgiving all then-unpaid amounts owed by the Company to CBG under the CBG Note. The Company and Franklin Strategic Series – Franklin Growth Opportunities Fund ("Franklin") entered into a Letter Agreement terminating that certain Forward Purchase Agreement, dated November 1, 2021, by and between the Company and Franklin.

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant the Fulton AC Note as described in Item 1.01 above. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of the Closing Date, all of our officers, other than our Chief Financial Officer, and the entirety of the Board resigned. Further, the Board was decreased from five to four members. Prior to resigning, the Board appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the vacancies on the Board created by such resignations and appointed Andrew Cohen as Chief Executive Officer of the Company. Roger Lazarus, our Chief Financial Officer, will continue to be the Chief Financial Officer of the Company. On December 11, 2023, the Company filed with the Securities and Exchange Commission and transmitted to its shareholders an information statement on Schedule 14f-1 setting out information about the changes to the Board and our chief executive officer. Each of the new directors agreed to become a party to the Letter Agreement and be bound by, and subject to, all of the terms and conditions of the Letter Agreement, including to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company's initial business combination and certain transfer restrictions with respect to the Company's securities. Each new director also agreed to vote the Amendment Proposal and entered into an Indemnification Agreement in the form previously disclosed by the Company providing each of them contractual rights to indemnification in addition to the indemnification provided for in the Company's Amended and Restated Memorandum and Articles of Association. On December 29, 2023, the Company entered into letter agr

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Form of Voting Agreement 10.2 Convertible Promissory Note, dated December 29, 2023, made by Fulton AC I, LLC 10.3 Letter Agreement Amendment, dated December 29, 2023, by and among Chain Bridge Group, CB Co-Investment LLC, Fulton AC I, LLC and certain Insiders party thereto 10.4 Services Agreement, dated December 29, 2023, by and between the Company and Fulton AC I, LLC 10.5 Form of RSU Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) . SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 5, 2024 CHAIN BRIDGE I By: /s/ Andrew Cohen Name: Andrew Cohen Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR