CBRRF 8-K
Chain Bridge I (CBRRF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
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 | ||
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
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 8.01 | Other Events. |
On October 31, 2023, Chain Bridge I (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A ordinary shares, par value $0.0001, effective as of the close of business on November 15, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, the Company issued a letter to the Company’s investors. A copy of such letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | |
| 99.1* | Press release, dated October 31, 2023. |
| 99.2* | Letter to Investors, dated October 31, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Furnished herewith
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: October 31, 2023
| CHAIN BRIDGE I | ||
| By: | /s/ Michael Rolnick | |
| Name: | Michael Rolnick | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Chain Bridge I Will Redeem Public Shares
Burlingame, California, October 31, 2023 – Chain Bridge I (the “Company”) (NASDAQ: CBRGU, CBRG, CBRGW), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “Public Shares”), effective as of the close of business on November 15, 2023, as the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”).
The Company concluded it would be unable to meet its expectations for quality and long-term return potential by completing an initial business combination by November 15, 2023 (twenty-four months from the closing of the Company’s initial public offering).
The Company has shared a Letter to Investors with details on this decision that can be found as Exhibit 99.2 to the Form 8-K filed by the Company on October 31, 2023.
As such, in accordance with the Company’s Articles, the Company will:
| · | cease all operations as of November 15, 2023, except those required to wind up the Company’s business ; |
| · | as promptly as reasonably possible, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions, if any); and |
| · | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. |
The per-share redemption price for the public shares will be approximately $10.80 (the “Redemption Amount”). The balance of the Trust Account as of October 30, 2023 was approximately $44,947,177.68, which includes approximately $2,605,610.88 in interest and dividend income (excess of cash over $42,341,566.80, the funds deposited into the Trust Account). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.
As of the close of business on November 15, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
Our initial shareholders, including the Company’s Sponsor and CB Co-Investment LLC, have agreed to waive their redemption rights with respect to the outstanding Class A ordinary shares, held by the them, and the Class B ordinary shares. After November 15, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.
The Company expects that the Nasdaq Stock Market will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” in the Company’s registration statement on Form S-1 (Registration No. 333-254502), as amended, initially filed with the Commission on March 19, 2021, relating to its initial public offering, annual, quarterly reports and subsequent reports filed with the Commission, as amended from time to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Michael Rolnick, Chief Executive Officer
Chain Bridge I
Exhibit 99.2
Dear Partners,
In November 2021, we raised Chain Bridge I (NASDAQ: CBRG), a $230 million-dollar special purpose acquisition corporation (SPAC). Our team set out to partner with a world-class private company at the intersection of national security and technology and guide them as they transitioned to public markets. Our ideal target would have established market leadership and serve the national security interest of the US, its allies and related industries.
We believed that our backgrounds in national security, intelligence and technology, coupled with our broad network and long-term capital would provide target companies with an enticing alternative to the traditional IPO process.
Over the past 24 months, we had conversations with over 100 companies focused on national security challenges including AI/ML, cybersecurity, energy transition, space exploration, supply chain resilience and quantum computing. Only a handful met our evaluation criteria and, of those, we entered into a select number of exclusive discussions with the hope of executing a business combination, mindful of the high bar for a public company.
Unfortunately, capital markets have experienced precipitous change since the fourth quarter of 2021 as recession fears and interest rates began to climb. Further exacerbating the climate, the SPAC vehicle framework itself faced increased regulatory scrutiny.
These headwinds have had an adverse impact on investors’ appetite for high growth companies, underwriting PIPE financing and participating in deSPAC transactions. Typical redemption rates on deSPAC transactions now stand at more than 90%, making PIPE financing and market liquidity for these new public companies challenging. As time marched on, companies have become increasingly reluctant about the SPAC path to public markets. Companies that under more normalized market conditions could have accessed public markets are choosing to remain private and meet their financing needs in private transactions.
The Chain Bridge team holds its duty to public investors as sacrosanct, never wanting to comprise our responsibility as stewards of investor capital. Our integrity and reputation matter more than the sponsor capital we will lose by not completing a deSPAC transaction. Given the state of the capital markets, scarcity of PIPE capital, and the general aversion to SPACs, we are going to let Chain Bridge I lapse and return capital in trust to investors.
We are disappointed that we did not achieve our objective. We still believe the mission is critical. We are extremely appreciative of your support over the last 24 months and hope to cross paths more productively in the future.
Respectfully,
The Chain Bridge Team