Chain Bridge I Files Definitive Proxy Statement

TL;DR

Chain Bridge I filed its DEF 14A proxy statement. Get ready to vote.

AI Summary

Chain Bridge I filed a definitive proxy statement (DEF 14A) on October 10, 2024, for its fiscal year ending December 31, 2024. The filing is related to the Securities Exchange Act of 1934 and concerns the company's corporate governance and shareholder matters. The company is incorporated in Delaware and its principal executive offices are located in Dover, DE.

Why It Matters

This filing provides shareholders with crucial information regarding upcoming votes and company decisions, enabling informed participation in corporate governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) and does not contain new material financial information or significant corporate events.

Key Players & Entities

• Chain Bridge I (company) — Registrant
• Securities Exchange Act of 1934 (legal_document) — Governing legislation
• Dover, DE (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nding Class A ordinary share, par value $0.0001 per share, of the Company (the " CBRG C
• $0.000000001 — rchase Phytanix common stock, par value $0.000000001 per share (other than those warrants to
• $58 million — tion is derived from an equity value of $58 million. In addition, HoldCo will issue 17,000
• $5,000,001 — hareholders, (v) HoldCo having at least $5,000,001 of net tangible assets (as determined i
• $100 million — entry into an agreement providing for a $100 million equity line of credit with Keystone Cap
• $12.00 — rice of HoldCo Shares equals or exceeds $12.00 per share for any 20 trading days withi
• $10.00 — onal units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of
• $230,000,000 — per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the
• $10,550,000 — rrants "), generating gross proceeds of $10,550,000. Among the Private Warrants, 8,775,000
• $234.6 million — nt. As of November 15, 2021, a total of $234.6 million of the net proceeds from the IPO and th
• $197,854,025 — hares for an aggregate of approximately $197,854,025 in cash held in the Trust Account. At
• $34.5 million — hares for an aggregate of approximately $34.5 million in cash held in the trust account. Effe
• $22,500 — bute to the Company (i) an aggregate of $22,500 plus (ii) $5,000 per month on the 16th
• $5,000 — y (i) an aggregate of $22,500 plus (ii) $5,000 per month on the 16th of each calendar
• $5,000 m — Extraordinary Meeting. Each additional $5,000 monthly February Meeting Contribution has

Filing Documents

• tm2424149-4_def14a.htm (DEF 14A) — 992KB
• px_24chainbridgepy01pg01-bw.jpg (GRAPHIC) — 449KB
• px_24chainbridgepy01pg02-bw.jpg (GRAPHIC) — 318KB
• 0001104659-24-107704.txt ( ) — 2049KB

From the Filing

DEF 14A 1 tm2424149-4_def14a.htm DEF 14A tm2424149-4_def14a - none - 12.4844315s TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box : Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 CHAIN BRIDGE I (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply) : No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS CHAIN BRIDGE I 8 The Green # 17538 Dover, DE 19901 NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON NOVEMBER 8, 2024 TO THE SHAREHOLDERS OF Chain Bridge I: You are cordially invited to attend the Extraordinary General Meeting (the " General Meeting ") of Chain Bridge I (the " Company ," " Chain Bridge ," " we ," " us " or " our ") to be held at 11:00 a.m. ET on November 8, 2024. The physical place of the meeting will be at the offices of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. Shareholders of the Company will also be able to attend the General Meeting virtually at the following website: https://www.cstproxy.com/chainbg/ egm2024. Even if you are planning on attending the General Meeting, please promptly submit your proxy vote online, or, by completing, dating, signing and returning the enclosed proxy card, so your shares will be represented at the General Meeting. Instructions on voting your shares are in the accompanying proxy materials. Even if you plan to attend the General Meeting, it is strongly recommended you complete and return your proxy card before the General Meeting date, to ensure that your shares will be represented at the General Meeting if you are unable to attend. The accompanying proxy statement, which we refer to as the " Proxy Statement ," is dated October 10, 2024, and is first being mailed to shareholders of Chain Bridge on or about October 10, 2024. The sole purpose of the General Meeting is to consider and vote upon the following proposals: 1. The Amendment Proposal. A proposal to amend and restate, by way of a special resolution, the Company's 2 nd amended and restated memorandum and articles of association (the " Existing Charter "), to extend from November 15, 2024 (the " Existing Termination Date ") to November 15, 2025 (the " Extended Termination Date "), the date (the " Termination Date ") by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (an " Initial Business Combination "), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company's initial public offering (the " Public Shares "); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. 2. The Adjournment Proposal. A proposal to approve the adjournment of the General Meeting to a later date or dates, if necessary, and to instruct the chairman of the same in accordance with Article 14.7 of the Existing Charter, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise (the " Adjournment Proposal "), only to be presented at the General Meeting if there are not sufficient votes to approve the Amendment Proposal. The Proposed Business Combination On July 22, 2024, the Company, CB Holdings, Inc., a Nevada corporation (" HoldCo "), CB Merger Sub 1, a Cayman Islands exempted company (" CBRG Merger Sub "), Phytanix Bio, a Nevada corporation (" Phytanix "), and CB Merger Sub 2, Inc., a Nevada corporation (" Phytanix Merger Sub "), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the " Business Combination Agreement "). As used herein, " New Phytanix " refers to HoldCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement. 1 TABLE OF CONTENTS The summary below

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