Chain Bridge I 8-K/A, filed Feb 1, 2024
Chain Bridge I (CBRRF)
About this 8-K/A
Chain Bridge I filed this 8-K/A on February 1, 2024, reporting on events of December 29, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This current report on Form 8-K/A (this “Amendment”) amends the current report on Form 8-K filed by Chain Bridge I (the “Company”) on January 5, 2024 (the “Original 8-K”). The sole purpose of this Amendment is to update the disclosure under “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of the Original 8-K to include additional disclosure that the board of directors of the Company (the “Board”) determined each of Daniel Wainstein, Paul Baron and Lewis Silberman is an independent non-employee director pursuant to Rule 10A-3 (“Rule 10A-3”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 5605 of the Nasdaq Listing Rules (“Rule 5605”) and Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”). Except as specifically stated herein, the Original 8-K remains unchanged.
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.
On December 29, 2023, the Board, after their election, determined that each of Mr. Wainstein, Mr. Baron and Mr. Silberman qualifies as (i) “independent” as defined by Rule 10A-3 and Rule 5605, and (ii) a non-employee director pursuant to Rule 16b-3. Each member of the Board’s compensation committee is an independent non-employee director, in accordance with the criteria set forth in the applicable SEC and Nasdaq rules. Each member of the Board’s audit committee is independent, in accordance with the criteria set forth in applicable SEC and Nasdaq rules.
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”).
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: February 1, 2024
| CHAIN BRIDGE I | ||
| By: | /s/ Andrew Cohen | |
| Name: | Andrew Cohen | |
| Title: | Chief Executive Officer | |