CBRGU Chain Bridge I

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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): December 29, 2023

 

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)

 

8 The Green #17538 Dover, DE		19901
(Address of principal executive offices)		(Zip Code)

 

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

 

330 Primrose Road, Suite 500

Burlingame, California 94010

(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 Capital Market
Class A ordinary shares, par value $0.0001 per share		CBRG		The Nasdaq Capital 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.  ¨

 

 

 

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 (the “Extended 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 (a “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; 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; and (ii) provide for the right of the holders of our Class B Ordinary Shares, par value $0.0001 per share (the “Class B Shares”), to convert such shares into shares of our Class A Ordinary Shares, par value $0.0001 per share (the “Class A Shares”), on a one-to-one basis at the election of such holders. Class A Shares issued upon conversion of Class B Shares will not be entitled to receive funds from the Trust Account through redemptions or otherwise. Pursuant to the Voting Agreements, each of CBG, CB Co-Investment and Roger Lazarus have also agreed to irrevocably exercise such right to convert all of their Class B Ordinary Shares immediately upon such approval.

 

(3) Fulton AC and the parties to that certain letter agreement (the “Letter Agreement”), dated November 9, 2021, by and among CBG, CB Co-Investment, and certain individuals, entered into an amendment to the Letter Agreement (the “Letter Agreement Amendment”), pursuant to which Fulton AC 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 and agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Fulton AC will not be responsible to the extent of any liability for such third party claims.

 

 

On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant to an unsecured non-interest bearing convertible promissory note (the “Fulton AC Note”) in the same form and on the same terms as the CBG Note. The Fulton AC Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. The Fulton AC Note will either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion Fulton AC, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. Fulton AC also entered into a Services Agreement with the Company on December [29], 2023 (the “Fulton Services Agreement”) pursuant to which the Company will pay Fulton AC up to $30,000 per month for the cost of the use of the Company’s office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

 

The descriptions of Voting Agreements, the Fulton AC Note, the Letter Agreement Amendment, the Fulton Services Agreement are qualified in their entirety by reference to the text of the Form of Voting Agreement, the Fulton AC Note, the Letter Agreement Amendment and the Fulton Services Agreement which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated herein by reference.

 

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.

 

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 agreements with each Mr. Silberman, Mr. Baron and Mr. Lazarus, pursuant to which, among other things, the Company agreed to grant each of them 50,000, 50,000 and 70,000 restricted stock units of the Company, respectively, subject to the terms and conditions set forth therein (the “RSU Agreements”).

 

 

The description of the RSU Agreements is qualified in its entirety by reference to the text of the Form of RSU Agreement which is attached hereto as Exhibit 10.5 and incorporated herein by reference.

 

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

 

 

Exhibit 10.1

 

VOTING AGREEMENT

 

VOTING AGREEMENT, dated as of December __, 2023 (this “Agreement”), by and between Chain Bridge I, an exempted company incorporated under the laws of the Cayman Islands with offices located at 330 Primrose Road, Suite 500, Burlingame, California (the “Company”) and _____________ (the “Shareholder”).

 

WHEREAS, the Company, Chain Bridge Group, a Cayman Islands limited liability company (“CB Seller”), CB Co-Investment LLC, a Delaware limited liability company (and together with CB Seller, the “Sellers”), and a certain investor (the “Investor”) have entered into a Securities Purchase Agreement, dated as of December 8, 2023 (the “Securities Purchase Agreement”), pursuant to which, among other things, the Sellers have agreed to sell to the Investor and the Investor has agreed to purchase (i) Class B ordinary shares of the Company, $0.0001 par value per share (the “Class B Ordinary Shares”) and (ii) warrants (the “Warrants”), which are exercisable for Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”, and together with the Class B Ordinary Shares, the “Ordinary Shares”), in accordance with the terms of the Warrants;

 

WHEREAS, as of the date hereof (after giving effect to the transactions contemplated under the Securities Purchase Agreement), the Shareholder owns Ordinary Shares (the “Shareholder Shares”), which represent (i) approximately __% of the total issued and outstanding Ordinary Shares of the Company, and (ii) approximately __% of the total voting power of the Company; and

 

WHEREAS, as a condition to the willingness of the Investor to enter into the Securities Purchase Agreement and to consummate the transactions contemplated thereby (collectively, the “Transaction”), the Investor has required that the Shareholder agree, and in order to induce the Investor to enter into the Securities Purchase Agreement, the Shareholder has agreed, to enter into this Agreement with respect to all the Shareholder Shares and any other securities of the Company (the “Other Securities”, and together with the Shareholder Shares, the “Shareholder Securities”), if any, which Shareholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of the shareholders of the Company.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 

ARTICLE I

 

VOTING AGREEMENT OF THE SHAREHOLDER

 

SECTION 1.01. Voting Agreement. Subject to the last sentence of this Section 1.01, the Shareholder hereby agrees that at any meeting of the shareholders of the Company, however called, the Shareholder shall vote the Shareholder Securities, which Shareholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of the shareholders of the Company: (a) in favor of the Shareholder Resolutions (as defined in the Securities Purchase Agreement), as described in Section 6(l) of the Securities Purchase Agreement; and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Transaction Documents (as defined in the Securities Purchase Agreement) or which could result in any of the conditions to the Company's obligations under the Transaction Documents not being fulfilled. The Shareholder acknowledges receipt and review of a copy of the Securities Purchase Agreement and the other Transaction Documents. The obligations of the Shareholder under this Section 1.01 shall terminate immediately following the occurrence of the Shareholder Approval.

 

 

ARTICLE II

 

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

 

The Shareholder hereby represents and warrants to the Company and the Investor as follows:

 

SECTION 2.01. Authority Relative to this Agreement. The Shareholder has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’ rights and (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought.

 

SECTION 2.02. No Conflict. (a)  The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Shareholder or by which the Shareholder Securities owned by the Shareholder are bound or affected or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shareholder Securities owned by the Shareholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or the Shareholder Securities owned by the Shareholder is bound.

 

(b)          The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity by the Shareholder.

 

SECTION 2.03. Title to the Shares. As of the date hereof (after giving effect to the transactions contemplated under the Securities Purchase Agreement), the Shareholder is the owner of 0 Class A Ordinary Shares and 1,983,335 Class B Ordinary Shares, and the Shareholder is entitled to vote, without restriction, on all matters brought before holders of share capital of the Company, which Ordinary Shares, in the aggregate, represent on the date hereof approximately 20.03% of the outstanding share capital and approximately 20.03% of the voting power of the Company. Such Ordinary Shares are all the securities of the Company owned, either of record or beneficially, by the Shareholder. Such Ordinary Shares are owned free and clear of all Encumbrances (as defined below). The Shareholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Ordinary Shares or Other Securities owned by the Shareholder.

 

 

ARTICLE III

 

COVENANTS

 

SECTION 3.01. No Disposition or Encumbrance of Shares. The Shareholder hereby covenants and agrees that the Shareholder shall not offer or agree to sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on the Shareholder’s voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Shareholder Securities, directly or indirectly, or initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to the occurrence of any of the foregoing.

 

SECTION 3.02. Company Cooperation. The Company hereby covenants and agrees that it will not, and the Shareholder irrevocably and unconditionally acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance or agreement (other than this Agreement) on any of the Shareholder Securities subject to this Agreement.

 

SECTION 3.02. Share Conversion. Conditional upon the Stockholder Approval, the Shareholder hereby irrevocably exercises its right to convert all of its Class B Ordinary Shares immediately upon Stockholder Approval on the terms set forth in the Third Amended and Restated Memorandum of Articles of Association when approved, including terms that require the Class A Ordinary Shares issued upon such conversion to be held at the Transfer Agent until the consummation of Business Combination as defined in the Amended and Restated Memorandum of Articles of Association and covenants to complete any exercise notice required under the Amended and Restated Memorandum of Articles of Association.

 

ARTICLE IV

 

MISCELLANEOUS

 

SECTION 4.01. Further Assurances. The Shareholder shall execute and deliver such further documents and instruments and take all further action as may be reasonably necessary in order to consummate the transactions contemplated hereby.

 

SECTION 4.02. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the Investor shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. The Investor shall be entitled to its reasonable attorneys’ fees in any action brought to enforce this Agreement in which it is the prevailing party.

 

 

SECTION 4.03. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Shareholder (other than the Securities Purchase Agreement and the other Transaction Documents) with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Company and the Shareholder with respect to the subject matter hereof.

 

SECTION 4.04. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

 

SECTION 4.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

 

SECTION 4.06. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

SECTION 4.07. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any provision of law or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan in the City of New York, New York, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The parties consent to the jurisdiction and venue of the foregoing courts and consent that any process or notice of motion or other application to any of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed to the party being served at its address set forth on the signature ages to this Agreement (and service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts. Each of the Company and the Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such a court and any claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

SECTION 4.08. Termination. This Agreement shall automatically terminate immediately following the occurrence of the Shareholder Approval.

 

[The remainder of the page is intentionally left blank]

 

 

IN WITNESS WHEREOF, the Shareholder and the Company have duly executed this Voting Agreement as of the date first written above.

 

	THE COMPANY:
	CHAIN BRIDGE I
	By:
		Name:
		Title:
	Address:
	SHAREHOLDER:
	[NAME]
	By:
		Name:  [__________]
		Title:    [__________]
	Address:

 

 

Exhibit 10.2

 

EXECUTION VERSION

 

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: up to $1,500,000.00                                                      Dated as of December 29, 2023 (as set forth on the Schedule of Borrowings attached hereto)

 

Chain Bridge I, a Cayman Islands exempted company (“Maker”), promises to pay to the order of Fulton AC 1 LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”), or order, the principal sum of up to US$1,500,000.00 (as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions described below. All cash payments on this Promissory Note (this “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1. Principal. Unless earlier converted into Warrants (as defined below), the principal balance of this Note shall be payable on the earlier of (i) December 31, 2024, and (ii) the consummation of the Maker’s initial business combination (the “Business Combination”). The principal balance may be prepaid at any time without penalty. Notwithstanding the foregoing, Payee shall have the right at any time to convert the outstanding principal balance on this Note into Working Capital Warrants (as defined in that certain Warrant Agreement between the Maker and Continental Stock Transfer & Trust Company, dated as of November 9, 2021 (the “Warrant Agreement”)), at a conversion price of $1.00 per Working Capital Warrant, in each case subject to the terms and conditions of the Warrant Agreement.

 

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 

4. Events of Default. The following shall constitute an event of default (“Event of Default”):

 

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.

 

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

 

 

 

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

 

5. Remedies.

 

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

 

6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

 

7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

 

  

8. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

 

10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

11. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account that has been established by Maker in which the proceeds of the initial public offering conducted by the Maker (the “IPO”) and the proceeds of the sale of certain warrants issued by Maker to Payee in a private placement that occurred in connection with the consummation of the IPO were deposited, as described in greater detail in the registration statement and prospectus filed by Maker with the Securities and Exchange Commission in connection with the IPO, and Payee hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

 

12. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

 

13. Assignment. Other than in connection with the Business Combination, no assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

	Chain Bridge I a Cayman Islands exempted company
	By:	/s/ Roger Lazarus
		Name: Roger Lazarus
		Title: Chief Financial Officer

 

[Signature Page to Promissory Note]

 

 

SCHEDULE OF BORROWINGS

 

The following increases or decreases in this Promissory Note have been made:

 

Date of Increase or Decrease		Amount of decrease in Principal Amount of this Promissory Note		Amount of increase in Principal Amount of this Promissory Note		Principal Amount of this Promissory Note following such decrease or increase

 

 

 

Exhibit 10.3

 

EXECUTION VERSION

 

AMENDMENT TO LETTER AGREEMENT

 

This AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is entered into as of December [21], 2023, by and among Chain Bridge Group (the “Sponsor”), CB Co-Investment LLC (“CB Co-Investment”), Fulton AC I LLC (“Fulton”) and the undersigned the members of the Company’s board of directors and/or executive management team (the “Insiders”). The Sponsor, CB Co-Investment, Fulton and the Insiders are collectively referred to herein as the “Parties”. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Letter Agreement (as defined below).

 

WHEREAS, the Sponsor and CB Co-Investment are each selling certain Founder Shares, Private Placement Warrants and Sponsor Loan Warrants to Fulton (the “Transfer”).

 

WHEREAS, Sponsor, CB Co-Investment and certain Insiders delivered that certain Letter Agreement (the “Letter Agreement”), dated November 9, 2021, to Chain Bridge I (the “Company”).

 

WHEREAS, the Parties desire to amend the Letter Agreement as set forth herein.

 

WHEREAS, pursuant to Section 12 of the Letter Agreement, the Letter Agreement may not be changed, amended, modified or waived pursuant to this Amendment, except by a written instrument executed by (1) the Sponsor, (2) CB Co-Investment and (3) each Insider that is the subject of any such change, amendment, modification or waiver.

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged, each of the Parties hereby agree as follows:

 

1.            Amendment.

 

a.

Sections 2(a), 3, 4, 5, 6, 7, 10, 12 and 13 of the Letter Agreement are each hereby amended and restated in its entirety as follows:

 

“2. Representations and Warranties.

 

(a) The Sponsor, CB Co-Investment, Fulton AC I LLC, a Delaware limited liability company (the “Buyer”), and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, and, as applicable, to serve as an officer of the Company and/or a director on the Company’s Board of Directors (the “Board”), as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.”

 

“3. Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Buyer. The Buyer, Sponsor, CB Co-Investment and each Insider, with respect to itself, herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.”

 

 

“4. Failure to Consummate a Business Combination; Trust Account Waiver.

 

(a) The Buyer hereby agrees that in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter, as may be amended from time to time, the Buyer shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Buyer, Sponsor, CB Co-Investment and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any, divided by the number of then-outstanding Public Shares.

 

(b) The Buyer, the Sponsor, CB Co-Investment and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Buyer, the Sponsor, CB Co-Investment and each Insider hereby further waives, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with (x) the completion of the Company’s initial Business Combination, and (y) a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity (although the Buyer, the Sponsor, CB Co-Investment and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).”

 

 

“5. Lock-up; Transfer Restrictions.

 

(a) Subject to the provisions set forth in paragraph 5(c), the Buyer, the Sponsor, CB Co-Investment and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.

 

(b) Subject to the provisions set forth in paragraph 5(c), the Buyer, Sponsor, CB Co-Investment and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants, Working Capital Warrants or Sponsor Loan Warrants or the Ordinary Shares underlying such Private Placement Warrants, Working Capital Warrants or Sponsor Loan Warrants until 30 days after the completion of an initial Business Combination.

 

(c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants, or Ordinary Shares underlying the Private Placement Warrants, Working Capital Warrants or Sponsor Loan Warrants are permitted (a) to the Buyer, the Sponsor or to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Buyer, the Sponsor, CB Co-Investment or their affiliates, any affiliates of the Buyer, the Sponsor, CB Co-Investment, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination, including with respect to any forward purchase agreement or similar arrangement, at prices no greater than the price at which the securities were originally purchased; (f) by virtue of the Buyer’s, the Sponsor’s, or CB Co-Investment’s organizational documents upon liquidation or dissolution of the Buyer, the Sponsor or CB Co-Investment; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.

 

 

(d) [Reserved].”

 

“6. Remedies. The Sponsor, CB Co-Investment, the Buyer and each of the Insiders hereby agree and acknowledge that (i) the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor, the Buyer or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.”

 

“7. Payments by the Company. Except as disclosed in the Prospectus, and any loans by the Buyer to the Company made in place of any working capital loans described therein, neither the Sponsor, CB Co-Investment, the Buyer nor any affiliate of the Sponsor, CB Co-Investment, the Buyer nor any director or officer of the Company nor any affiliate of the directors and officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).”

 

“10. Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Buyer (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.”

 

 

“12. Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.”

 

“13. Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Buyer, the Sponsor, CB Co-Investment, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.”

 

b.

New Section 19 is hereby inserted in the Letter Agreement as follows:

 

“19. Amendment. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by (1) each Insider that is the subject of any such change, amendment, modification or waiver, (2) the Buyer, (3), the Sponsor, and (3) CB Co-Investment.”

 

2.            Transfer. The Parties acknowledge and agree that the consummation of the Transfer will not violate Section 5 of the Letter Agreement, as amended.

 

3.            Joinder. Pursuant to and in accordance with the Letter Agreement, the Buyer hereby acknowledges that it has received and reviewed a complete copy of the Letter Agreement and agrees that upon execution of this Amendment, the Buyer shall become a party to the Letter Agreement and shall be fully bound by, and subject to, all of the terms and conditions of the Letter Agreement as though an original party thereto.

 

4.            Effect of Amendment. All terms and provisions of the Letter Agreement shall continue in full force and effect except as expressly modified by this Amendment.

 

5.            Successors and Assigns. This Amendment shall be binding upon and inure to the benefits of the Parties and their respective successors and assigns and is not intended to confer upon any other Person any rights or remedies hereunder.

 

6.            Captions; Counterparts. The captions in this Amendment are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Amendment. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.

 

Chain Bridge Group
/s/ Michael Rolnick
Name: Michael Rolnick
Title: Manager
CB Co-Investment LLC
By:	/s/ Stephen Lasota
Name: Stephen Lasota
Title: Chief Financial Officer
Fulton AC I LLC
By:	/s/ Andrew Cohen
Name: Andrew Cohen
Title: Managing Member

 

 

Acknowledged and Agreed:
INSIDERS:
/s/ Christopher Darby
Name: Christopher Darby
/s/ Michael Rolnick
Name: Michael Rolnick
/s/ Roger Lazarus
Name: Roger Lazarus
/s/ Michael Morell
Name: Michael Morell
/s/ Letitia Long
Name: Letitia Long
/s/ David G. Brown
Name: David G. Brown

 

 

 

Exhibit 10.4

Chain Bridge I

8 The Green #17538

Dover, DE 19901

 

December 29, 2023

 

Re:          Services Agreement

 

Ladies and Gentlemen:

 

This letter (the “Services Agreement”) will confirm our agreement that, commencing on the date hereof (the “Effective Date”) and continuing until the earlier of (i) the consummation by Chain Bridge I (the “Company”) of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Fulton AC I, LLC (“Fulton AC”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 8 The Green #17538, Dover, DE 19901 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $30,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination Date.

 

Fulton AC hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust Account”) that was established in connection with and upon the consummation of the Company’s initial public offering and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

 

This Services Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

This Services Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

 

The parties may not assign this Services Agreement and any of their rights, interests, or obligations hereunder without the consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

 

This Services Agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.

 

 

This Services Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

 

Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this letter agreement.

 

[Signature Page Follows]

 

 

	Sincerely,
	CHAIN BRIDGE I
	By:	/s/ Roger Lazarus
		Name: Roger Lazarus
		Title: Chief Financial Officer

 

Acknowledged and Agreed:
FULTON AC I, LLC
By:	/s/ Andrew Cohen
	Name: Andrew Cohen
	Title: Managing Member

 

[Signature Page to Services Agreement]

 

 

Exhibit 10.5

 

Chain Bridge I

8 The Green #17538

Dover, DE 19901

 

Re:          Letter Agreement

 

Ladies and Gentlemen:

 

This letter, dated December [__], 2023 (this “Letter Agreement”), is being delivered to you in connection with your services provided to Chain Bridge I, a Cayman Islands exempted company (the “Company”). Reference is made to that certain letter agreement, dated November 9, 2021, and as amended from time to time, by and among the Company, Fulton AC I LLC, Chain Bridge Group, CB Co-Investment LLC and certain individuals, as amended from time to time (the “Existing Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Existing Letter Agreement.

 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Insider”) hereby agrees with the Company as follows:

 

1.            RSU Grant. The Company hereby agrees to grant to the Insider [_____] RSUs upon the effectiveness of a registration statement with the Securities and Exchange Commission filed by the Company (or its successor) covering the RSUs and the shares issuable upon settlement of the RSUs, subject to all of the terms and conditions of a standard RSU Award Agreement and the terms of the omnibus equity incentive plan (the “Plan”) to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the Company’s initial Business Combination. For the avoidance of doubt, such RSU grant is contingent upon the consummation of such Business Combination and the Insider’s continued employment or service with the Company through the date of such grant and shall, subject to such contingencies, be deemed vested upon grant. Subject to the foregoing, such RSUs shall be settled in shares of common stock upon the one-year anniversary of the effective date of the Business Combination.

 

2.            Representations and Warranties. The Insider represents and warrants to the Company that he has the full right and power, without violating any agreement to which he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement.

 

3.            Business Combination Vote. The Insider agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, he shall vote any Founder Shares and any Public Shares held by him in favor of such proposed initial Business Combination (including any proposals recommended by the Company’s Board of Directors (the “Board”) in connection with such Business Combination) and not redeem any Public Shares held by him in connection with such shareholder approval.

 

 

4.            Failure to Consummate a Business Combination; Trust Account Waiver.

 

(a)            The Insider hereby agrees that in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Insider agrees not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any, divided by the number of then-outstanding Public Shares.

 

(b)            The Insider acknowledges that he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him, if any. The Insider hereby further waives, with respect to any Founder Shares and Public Shares held by him, any redemption rights he or he may have in connection with (x) the completion of the Company’s initial Business Combination, and (y) a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Insider shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).

 

5.            Remedies. The Insider hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by such Insider of his obligations, as applicable under paragraphs 3 and 4 (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

 

 

6.            Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.

 

7.            Entire Agreement. This Letter Agreement and the Existing Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by (1) the Insider to the extent that the Insider is the subject of any such change, amendment, modification or waiver and (2) the Company.

 

8.            Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Insider and each of his successors, heirs, personal representatives and assigns and permitted transferees.

 

9.            Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

10.            Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.

 

11.            Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

12.            Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

 

13.            Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.

 

[Signature Page Follows]

 

 

	Sincerely,
	[__________]
	By:

 

Acknowledged and Agreed:
CHAIN BRIDGE I
By:
	Name:	Andrew Cohen
	Title:	Chief Executive Officer

 

[Signature Page to Letter Agreement]

 

v3.23.4

Cover	Dec. 29, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2023
Entity File Number	001-41047
Entity Registrant Name	Chain Bridge I
Entity Central Index Key	0001845149
Entity Tax Identification Number	98-1578955
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	8 The Green
Entity Address, Address Line Two	#17538
Entity Address, City or Town	Dover
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19901
City Area Code	202
Local Phone Number	656-4257
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share
Trading Symbol	CBRGU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CBRG
Security Exchange Name	NASDAQ
Former Address [Member]
Document Information [Line Items]
Entity Address, Address Line One	330 Primrose Road
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Burlingame
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94010

---