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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2022

 

Chain Bridge I

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41047   98-1578955

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

100 El Camino Real, Ground Suite

Burlingame, California

   94010
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (202) 656-4257

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)		   Name of each exchange on
which
registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share   CBRGU   The Nasdaq Global Market
         
Class A ordinary shares, par value $0.0001 per share   CBRG   The Nasdaq Global Market
         
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   CBRGW   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

Chain Bridge I (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Current Report on Form 8-K, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 19, 2022 (the “Original Form 8-K”), related to the appointment of David G. Brown as a director of the Company and a member of the Company’s Audit Committee, Compensation Committee and Nominating Committee, as further described below. The Original Form 8-K omitted Mr. Brown’s appointment as a member of the Company’s Compensation Committee.

 

The information in this Amendment is presented as of the filing date of the Original Form 8-K and does not reflect events occurring after that filing date or modify or update disclosures in any way other than as required to reflect the restatement as described below. Accordingly, this Amendment should be read in conjunction with the Company’s other filings with the SEC subsequent to the date on which it filed the Original Form 8-K.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On October 13, 2022, the Company announced that David G. Brown has been appointed as a director of the Company and a member of the Company’s Audit Committee, Compensation Committee and Nominating Committee. Mr. Brown will serve in the class of directors whose term expires at the Company’s second general annual meeting of shareholders. The Board of Directors of the Company has determined that Mr. Brown is an independent director under applicable Securities and Exchange Commission and the Nasdaq Stock Market LLC rules.

 

In connection with the appointment of Mr. Brown, the Company and Mr. Brown entered into the following agreements:

 

· A Letter Agreement, dated October 13, 2022, between the Company and Mr. Brown, pursuant to which, among other things, the Company agreed to grant Mr. Brown 30,000 restricted stock units of the Company subject to the terms and conditions set forth therein; Mr. Brown has agreed to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial business combination; facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period required by its Amended and Restated Memorandum and Articles of Association; and certain transfer restrictions with respect to the Company’s securities.

 

· An Indemnification Agreement, dated October 13, 2022, between the Company and Mr. Brown, providing Mr. Brown contractual rights to indemnification in addition to the indemnification provided for in the Company’s Amended and Restated Memorandum and Articles of Association.

 

   

 

 

· A Joinder Agreement, dated October 13, 2022, pursuant to which Mr. Brown became a party to that certain Registration and Shareholder Rights Agreement, dated November 9, 2021, among the Company, Chain Bridge Group (the “Sponsor”), CB Co-Investment LLC (“CB Co-Investment”) and certain equityholders of the Company, which provides for, among other things, customary demand and piggy-back registration rights.

 

The foregoing descriptions of the Letter Agreement, the Indemnification Agreement and the Joinder Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnification Agreement and the Joinder Agreement, copies of which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.

 

Other than the foregoing, Mr. Brown is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)  Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.  
   
10.1 Letter Agreement, dated October 13, 2022, between the Company and Mr. Brown.
   
10.2 Indemnification Agreement, dated October 13, 2022, between the Company and Mr. Brown.
   
10.3 Joinder Agreement, dated October 13, 2022, among the Company, the Sponsor, CB Co-Investment and Mr. Brown.
   
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: November 16, 2022

 

  CHAIN BRIDGE I
   
  By: /s/ Michael Rolnick
  Name:  Michael Rolnick
  Title:  Chief Executive Officer

 

 

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