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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): June 15, 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)

 

330 Primrose Road, Suite 500

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.  ¨

 

 

 

 

 

 

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

 

On June 14, 2023, the board of directors of Chain Bridge I (the “Company”) approved the grant of 30,000 restricted stock units (“RSUs”) to Mr. Roger Lazarus as compensation for services provided to the Company. Such RSUs will be granted to Mr. Lazarus upon the effectiveness of a registration statement filed by the Company with the U.S. Securities and Exchange Commission covering the RSUs and the shares issuable upon settlement of the RSUs, subject, in each case, to the Letter Agreement (as defined below).

 

In connection with the grant of the RSUs to Mr. Lazarus, the Company and Mr. Lazarus entered into the following agreements:

 

·                     A Letter Agreement, dated June 15, 2023 (the “Letter Agreement”), between the Company and Mr. Lazarus, pursuant to which, among other things, the Company agreed to grant Mr. Lazarus 30,000 RSUs of the Company subject to the terms and conditions set forth therein; Mr. Lazarus 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.

 

·                     A Joinder Agreement, dated June 20, 2023, pursuant to which Mr. Lazarus 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 and the Joinder Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Joinder Agreement, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

 

Other than the foregoing, Mr. Lazarus 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 June 15, 2023, between the Company and Mr. Lazarus.
   
10.2 Joinder Agreement, dated June 20, 2023, among the Company, the Sponsor and Mr. Lazarus.
   
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: June 22, 2023

 

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

 

 

 

 

Exhibit 10.1

 

Chain Bridge I

330 Primrose Road, Suite 500

Burlingame, CA 94010

 

Re: Letter Agreement

 

Ladies and Gentlemen:

 

This letter, dated June 15, 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 among the Company, Chain Bridge Group (the “Sponsor”), CB Co-Investment LLC (“CB Co-Investment”) and certain individuals (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 30,000 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 Sponsor.

 

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,  
   
Roger Lazarus  
   
By: /s/ Roger Lazarus  
   
Acknowledged and Agreed:  
   
CHAIN BRIDGE I  
     
By:    /s/ Michael Rolnick  
Name: Michael Rolnick  
Title: Chief Executive Officer  

 

[Signature Page to Letter Agreement]

 

 

 

 

Exhibit 10.2

 

Chain Bridge I

 

Registration and Shareholder Rights Agreement Joinder

 

By executing and delivering this signature page, Roger Lazarus (the “Participant”) hereby acknowledges and agrees that Chain Bridge I (the “Company”) has agreed to grant to Participant 30,000 RSUs subject to and in accordance with that certain Letter Agreement, dated as of June 15, 2023, as may be amended, by and among the Company and the Participant. Further each of the Company and Chain Bridge Group, a Cayman Islands exempted limited liability company (“Sponsor”) and the Participant hereby acknowledge and agree that the Participant hereby joins in, becomes a party to and agrees to be bound by the terms and conditions of that certain Registration and Shareholder Rights Agreement dated as of November 9, 2021, as may be amended, by and among the Company, the Sponsor, CB Co-Investment LLC and the Holders (as such term is defined therein) (the “Registration Rights Agreement”), pursuant to which the Participant shall be bound by and subject to the terms of the Registration Rights Agreement as a “Holder” (as defined in the Registration Rights Agreement).

 

The undersigned hereby authorizes this signature page or a copy hereof to be attached to the Registration Rights Agreement or counterparts thereof.

 

Dated: June 20, 2023

 

COMPANY:  
   
CHAIN BRIDGE I  
   
By: /s/ Michael Rolnick  
Name:   Michael Rolnick  
Title: Chief Executive Officer  
     
SPONSOR:  
   
CHAIN BRIDGE GROUP  
   
By: /s/ Michael Rolnick  
Name:   Michael Rolnick  
Title: Manager  
     
PARTICIPANT
 
By: /s/ Roger Lazarus  
Name:   Roger Lazarus