Основная статистика
| CIK | 1845149 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Chain Bridge I
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CHAIN BRIDGE I (Exact |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CHAIN BRIDGE I (Exac |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 Chain Bridge I (Exact name |
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| April 23, 2025 |
Letter from Frank, Rimerman Co. LLP dated April 22, 2025. Exhibit 16.1 April 22, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Commissioners: This letter is to confirm that, as of April 4, 2024, the client-auditor relationship between Chain Bridge I and Frank, Rimerman + Co. LLP has ceased. We have read the statements made by Chain Bridge I, which were originally filed with the Securities and Exchange Commission, |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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): April 4, 2025 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands 001-41047 98-1578955 (State or other jurisdiction of inc |
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| April 11, 2025 |
Filed by Chain Bridge I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chain Bridge I Commission File No. |
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| April 10, 2025 |
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): April 4, 2025 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 organi |
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| April 10, 2025 |
Exhibit 10.1 MUTUAL TERMINATION OF BUSINESS COMBINATION AGREEMENT This Mutual Termination of Business Combination Agreement (the “Agreement”) is made and entered into as of April 7, 2025, by and between Chain Bridge I, a Cayman Islands exempted company (“CBRG”), and Phytanix Bio, a Nevada corporation (the “Company”, and together with CBRG, the “Parties”). WHEREAS, the Parties, CB Holdings, Inc., a |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the transition pe |
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| February 14, 2025 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| January 29, 2025 |
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): January 23, 2025 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 org |
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| November 19, 2024 |
Third Amended and Restated Memorandum and Articles of Association Exhibit 3.1 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION on NOVEMBER 14, 2024 AND EFFECTIVE ON NOVEMBER 14, 2024 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION on NOVEMBER |
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| November 19, 2024 |
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): November 14, 2024 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 or |
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| November 19, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4104 |
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| November 14, 2024 |
CBRG / Chain Bridge I / Polar Asset Management Partners Inc. - 13GA Passive Investment SC 13G/A 1 Chainbridge.txt 13GA Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13GA Under the Securities Exchange Act of 1934 (Amendment No.2)* (Name of Issuer) Chain Bridge I (Title of Class of Securities) Class A ordinary shares, par value $0.0001 per share (CUSIP Number) G2061X102 (Date of Event Which Requires Filing of this Statement) 09/30/2024 Check the appropriate box t |
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| November 14, 2024 |
CBRG / Chain Bridge I / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-cbrg093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-41047 FORM 12b-25 CUSIP NUMBER G2061X102 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tr |
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| November 13, 2024 |
SC 13G 1 cbrg111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G20261X102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the |
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| November 13, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO NON-REDEMPTION AGREEMENT This Amendment No. 1 to Non-Redemption Agreement (this “Amendment”) is entered as of November 12, 2024 by and among Chain Bridge I, a Cayman Islands exempted company (“CBRG” or the “Company”), and the Backstop Investor (as defined below). RECITALS WHEREAS, the Company and the Backstop Investor entered into that certain Non-Redemption Agreeme |
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| November 13, 2024 |
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): November 12, 2024 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 or |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| November 13, 2024 |
CBRG / Chain Bridge I / Walleye Capital LLC Passive Investment SC 13G/A 1 walleye-cbrg093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHAIN BRIDGE I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch |
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| November 12, 2024 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of November 11, 2024 by and among Chain Bridge I, a Cayman Islands exempted company (“CBRG” or the “Company”), and the Backstop Investor (as defined below). RECITALS WHEREAS, the Company is a special purpose acquisition company whose, incorporated for the purpose of effecting a merger, share exchan |
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| November 12, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): November 11, 2024 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 or |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| November 12, 2024 |
CBRG / Chain Bridge I / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d800271dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) |
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| November 7, 2024 |
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): November 7, 2024 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 org |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| October 29, 2024 |
Agreement, dated October 29, 2024, by and between Chain Bridge I and Fulton AC I LLC Exhibit 10.1 REIMBURSEMENT AGREEMENT This REIMBURSEMENT Agreement (this “Agreement”) is made as of October 29, 2024 (the “Effective Date”) by and between Fulton AC I LLC, a Delaware limited liability company (“Fulton”), and Chain Bridge I, an exempted company incorporated under the laws of the Cayman Islands (“Recipient” or the “Company”). WHEREAS, pursuant to the Company’s Second Amended and Rest |
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| October 29, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 29, 2024 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 org |
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| October 10, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| September 26, 2024 |
CHAIN BRIDGE I 8 The Green # 17538 Dover, DE 19901 CHAIN BRIDGE I 8 The Green # 17538 Dover, DE 19901 September 26, 2024 VIA EDGAR AND EMAIL U. |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| September 13, 2024 |
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): September 13, 2024 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 o |
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| August 16, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CHA |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NT 10-Q 1 tm2415250d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-41047 FORM 12b-25 CUSIP NUMBER G2061X102 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: June 30, 2024 o Transition Report on Form 10-K o Transition Report on Form 20-F o T |
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| July 30, 2024 |
Filed by Chain Bridge I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chain Bridge I (Commission File No. |
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| July 30, 2024 |
July 29, 2024 CONFIDENTIAL - DO NOT DISTRIBUTE 1 Exhibit 99.1 July 29, 2024 CONFIDENTIAL - DO NOT DISTRIBUTE 1 DISCLAIMERS Important Information for Investors This investor presentation (this “Presentation”) (references to which shall be deemed to include any information which has be en or may be supplied in writing or orally in connection herewith or in connection with any further enquiries) relates to a proposed business combination (the “Tran |
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| July 30, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands 001-41047 98-1578955 (State or other jurisdiction of incorporation) (Commission File |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands 001-41047 98-1578955 (State or other jurisdiction of incorporation) (Commission File |
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| July 30, 2024 |
July 29, 2024 CONFIDENTIAL - DO NOT DISTRIBUTE 1 Exhibit 99.1 July 29, 2024 CONFIDENTIAL - DO NOT DISTRIBUTE 1 DISCLAIMERS Important Information for Investors This investor presentation (this “Presentation”) (references to which shall be deemed to include any information which has be en or may be supplied in writing or orally in connection herewith or in connection with any further enquiries) relates to a proposed business combination (the “Tran |
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| July 23, 2024 |
Exhibit 10.2 FORM OF COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT This COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 22, 2024, by and among Chain Bridge I, a Cayman Islands exempted company (“CBRG”), Phytanix Bio, a Nevada corporation (the “Company”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”). Ea |
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| July 23, 2024 |
Exhibit 99.1 Chain Bridge I to Acquire Phytanix Bio, Creating a New Public Company Focused on Developing Next Generation Cannabinoid and Cannabinoid-like Medicines ● Phytanix Bio is a preclinical stage pharmaceutical company founded by former members and associates of GW Pharmaceuticals, holding exclusive cannabinoid and cannabinoid-like medicine intellectual property (IP) ● The transaction reflec |
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| July 23, 2024 |
Exhibit 2.1 Execution Copy BUSINESS COMBINATION AGREEMENT BY AND AMONG CHAIN BRIDGE I, CB HOLDINGS, INC., CB MERGER SUB 1 CB MERGER SUB 2, INC., AND PHYTANIX BIO DATED AS OF JULY 22, 2024 TABLE OF CONTENTS Article 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Article 2 MERGERS 24 Section 2.1 Closing Transactions 24 Section 2.2 Closing of the Transactions Contemplated by this Agreement 28 Secti |
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| July 23, 2024 |
Exhibit 10.3 Form of Investor Rights Agreement This Investor Rights Agreement (this “Agreement”), dated as of July 22, 2024, is among CB Holdings, Inc., a Nevada corporation (“HoldCo”), Fulton AC 1 LLC, a limited liability company (the “CBRG Sponsor”), and certain shareholders of Phytanix Bio, a Nevada corporation (the “Company”) listed on Schedule A hereto (the “Company Shareholders” and, tog |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands 001-41047 98-1578955 (State or other jurisdiction of incorporation) (Commission File |
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| July 23, 2024 |
Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 22, 2024, is made by and among CB Holdings, Inc., a Nevada corporation (“HoldCo”), Fulton AC 1 LLC, a Delaware limited liability company (“CBRG Sponsor” or the “Holder”), Chain Bridge I, a Cayman Islands exempted company (“CBRG”), Phytanix Bio, a Nevada corporation (the “Company”). HoldCo, |
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| July 23, 2024 |
Exhibit 99.1 Chain Bridge I to Acquire Phytanix Bio, Creating a New Public Company Focused on Developing Next Generation Cannabinoid and Cannabinoid-like Medicines ● Phytanix Bio is a preclinical stage pharmaceutical company founded by former members and associates of GW Pharmaceuticals, holding exclusive cannabinoid and cannabinoid-like medicine intellectual property (IP) ● The transaction reflec |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands 001-41047 98-1578955 (State or other jurisdiction of incorporation) (Commission File |
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| July 23, 2024 |
Exhibit 10.2 FORM OF COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT This COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 22, 2024, by and among Chain Bridge I, a Cayman Islands exempted company (“CBRG”), Phytanix Bio, a Nevada corporation (the “Company”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”). Ea |
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| July 23, 2024 |
Exhibit 10.3 Form of Investor Rights Agreement This Investor Rights Agreement (this “Agreement”), dated as of July 22, 2024, is among CB Holdings, Inc., a Nevada corporation (“HoldCo”), Fulton AC 1 LLC, a limited liability company (the “CBRG Sponsor”), and certain shareholders of Phytanix Bio, a Nevada corporation (the “Company”) listed on Schedule A hereto (the “Company Shareholders” and, tog |
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| July 23, 2024 |
Exhibit 2.1 Execution Copy BUSINESS COMBINATION AGREEMENT BY AND AMONG CHAIN BRIDGE I, CB HOLDINGS, INC., CB MERGER SUB 1 CB MERGER SUB 2, INC., AND PHYTANIX BIO DATED AS OF JULY 22, 2024 TABLE OF CONTENTS Article 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Article 2 MERGERS 24 Section 2.1 Closing Transactions 24 Section 2.2 Closing of the Transactions Contemplated by this Agreement 28 Secti |
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| July 23, 2024 |
Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 22, 2024, is made by and among CB Holdings, Inc., a Nevada corporation (“HoldCo”), Fulton AC 1 LLC, a Delaware limited liability company (“CBRG Sponsor” or the “Holder”), Chain Bridge I, a Cayman Islands exempted company (“CBRG”), Phytanix Bio, a Nevada corporation (the “Company”). HoldCo, |
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| July 1, 2024 |
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 26, 2024 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 organi |
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| July 1, 2024 |
Exhibit 4.1 THIS PROMISSORY 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 |
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| June 28, 2024 |
CBRG / Chain Bridge I / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) |
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| June 26, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 20, 2024 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 organi |
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| May 14, 2024 |
EXHIBIT 10.1 EXCHANGE AGREEMENT This Exchange Agreement (the “Agreement”) is entered into as of this 9th day of May, 2024, by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”) and Fulton AC I LLC (the “Holder”), with reference to the following facts: A.Prior to the date hereof, the Company issued to the Holder that certain Promissory Note, dated December 29, 2023, with |
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| May 14, 2024 |
EXHIBIT 4.1 THIS EXCHANGED PROMISSORY 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 |
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| May 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CH |
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| April 5, 2024 |
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): April 1, 2024 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 organi |
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| March 29, 2024 |
Description of the Registrant’s Securities.* Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Chain Bridge I (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our second amended and restated memorandum and articles of association incorporated by reference as an exhi |
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| March 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 Chain Br |
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| February 22, 2024 |
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): February 21, 2024 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 or |
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| February 21, 2024 |
CBRG / Chain Bridge I / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Chain Bridge I (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G2061X102 (CUSIP Number) February 7, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 20, 2024 |
CBRG / Chain Bridge I / CB Co-Investment LLC - CB CO-INVESTMENT LLC Passive Investment SC 13G 1 cbrg22024.htm CB CO-INVESTMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Chain Bridge I (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G2061X102 (CUSIP Number) February 07, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2024 |
KYG2061X1280 / CHAIN BRIDGE I 0.00000000 / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Chain Bridge I (Name of Issuer) Class A (Title of Class of Securities) G2061X128 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x |
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| February 14, 2024 |
KYG2061X1025 / CHAIN BRIDGE I-A 0.00000000 / Walleye Capital LLC Passive Investment SC 13G 1 walleye-cbrg123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHAIN BRIDGE I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 14, 2024 |
KYG2061X1025 / CHAIN BRIDGE I-A 0.00000000 / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G 1 firtree-cbrg123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 14, 2024 |
KYG2061X1025 / CHAIN BRIDGE I-A 0.00000000 / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d710571dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CHAIN BRIDGE I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| February 13, 2024 |
KYG2061X1280 / CHAIN BRIDGE I 0.00000000 / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Chain Bridge I (Name of Issuer) Common Shares (Title of Class of Securities) G2061X128 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 13, 2024 |
EX-99.A 2 d651802dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
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): February 7, 2024 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 org |
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| February 13, 2024 |
EX-99.B 3 d651802dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
Second Amended and Restated Memorandum and Articles of Association Exhibit 3.1 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON February 7, 2024 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION ON February 7, 2024 1 |
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| February 12, 2024 |
SC 13G/A 1 cbrga121224.htm TACONIC CAPITAL ADVISORS LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHAIN BRIDGE I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of |
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| February 9, 2024 |
KYG2061X1025 / CHAIN BRIDGE I-A 0.00000000 / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d774723dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check |
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| February 8, 2024 |
SC 13G 1 ef20020031sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Chain Bridge I (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Chec |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 |
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| January 18, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 15 , 2024 Commission File Number: 001-41047 Exact name of registrant as specified in its charter: CHAIN BRIDGE I State or other jurisdiction of incorporation or organization: |
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| January 16, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X128 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| January 5, 2024 |
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 S |
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| January 5, 2024 |
Services Agreement, dated December 29, 2023, by and between the Company and Fulton AC I, LLC 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 C |
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| January 5, 2024 |
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 |
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| January 5, 2024 |
Convertible Promissory Note, dated December 29, 2023, made by Fulton AC I, LLC 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 SUBSTAN |
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| January 5, 2024 |
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 or |
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| January 5, 2024 |
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 |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| December 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4104 |
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| December 14, 2023 |
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 8, 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 org |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder Chain Bridge I (Exact Name of Registrant as Specified in its Charter) Cayman Islands (State or other jurisdiction of incorporation) 001-41047 (Commission File Number) 95-1578955 (I.R.S. Employer Ident |
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| November 15, 2023 |
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): November 14, 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 or |
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| October 31, 2023 |
Chain Bridge I Will Redeem Public Shares 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 wil |
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| October 31, 2023 |
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 t |
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| October 31, 2023 |
Financial Statements and Exhibits, Other Events 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): October 31, 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 org |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) |
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| August 10, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CHA |
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| June 22, 2023 |
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 amo |
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| June 22, 2023 |
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 organi |
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| June 22, 2023 |
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 |
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| June 20, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 13, 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 organi |
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| June 16, 2023 |
KYG2061X1025 / CHAIN BRIDGE I-A 0.00000000 / Exos Asset Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 17, 2023 |
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): May 12, 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 organiz |
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| May 17, 2023 |
Amendment to the Amended and Restated Memorandum and Articles of Association of Chain Bridge I Exhibit 3.1 EXTENSION AMENDMENT AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHAIN BRIDGE I RESOLVED, as a special resolution: “that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 38.8, 38.9, 38.10 and 38.12 in their entirety and the insertion of the following language in their place: 38.8 |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definiti |
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| May 12, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 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 organ |
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| May 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CH |
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| May 11, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May , 2023 by and among Chain Bridge I, a Cayman Islands exempted company (“CBRG” or the “Company”), Chain Bridge Group, a Cayman Islands limited liability company (the “Sponsor”, or the “Seller”), CB Co-Investment LLC, a De |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definiti |
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| May 11, 2023 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May , 2023 by and among Chain Bridge I, a Cayman Islands exempted company (“CBRG” or the “Company”), Chain Bridge Group, a Cayman Islands limited liability company (the “Sponsor”, or the “Seller”), CB Co-Investment LLC, a De |
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| May 11, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 10, 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 organiz |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definiti |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definiti |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 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 org |
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| April 27, 2023 |
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): April 27, 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 organ |
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| April 27, 2023 |
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): April 27, 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 organ |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definiti |
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| April 12, 2023 |
Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 T: 650-752-3152 F: 650-471-6021 goodwinprocter. |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definiti |
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| March 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 Chain Br |
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| March 17, 2023 |
Exhibit 10.6 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 July 14, 2022 Chain Bridge Group 100 El Camino Real, Ground Suite Burlingame, CA 94010 Ladies and Gentlemen: Reference is made to that certain Administrative Services Agreement, dated November 9, 2021 (the “Original Agreement”), between Chain Bridge I (the “Company”) and Chain Bridge Group (the “Sponsor”). For good an |
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| March 17, 2023 |
Description of the Registrant’s Securities.* Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Chain Bridge I (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to |
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| February 14, 2023 |
KYG2061X1025 / CHAIN BRIDGE I-A 0.00000000 / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d327231dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHAIN BRIDGE I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) |
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| February 13, 2023 |
KYG2061X1025 / CHAIN BRIDGE I-A 0.00000000 / Beryl Capital Management LLC Passive Investment SC 13G/A 1 crbg13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Chain Bridge I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X128 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CHAIN BRIDGE I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2022 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands 001-41047 98-1578955 (State or other jurisdiction of incorporation or o |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4104 |
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| October 19, 2022 |
Exhibit 10.3 Chain Bridge I Registration and Shareholder Rights Agreement Joinder By executing and delivering this signature page, David G. Brown (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 October 13, 2022, as may be amended, by and |
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| October 19, 2022 |
Indemnification Agreement, dated October 13, 2022, between the Company and Mr. Brown. EX-10.2 3 tm2224407d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2022 between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and David G. Brown (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve publicly-held compani |
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| October 19, 2022 |
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): October 13, 2022 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands 001-41047 98-1578955 (State or other jurisdiction of incorporation or org |
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| October 19, 2022 |
Letter Agreement, dated October 13, 2022, between the Company and Mr. Brown. Exhibit 10.1 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 Re: Director Appointment Ladies and Gentlemen: This letter, dated October 13, 2022 (this “Letter Agreement”), is being delivered to you in connection with your appointment to the board of directors of Chain Bridge I, a Cayman Islands exempted company (the “Company”). Reference is made to that certain letter agreement, |
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| August 5, 2022 |
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): August 1, 2022 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands 001-41047 98-1578955 (State or other jurisdiction of incorporation or organ |
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| August 2, 2022 |
Exhibit 10.1 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 July 14, 2022 Chain Bridge Group 100 El Camino Real, Ground Suite Burlingame, CA 94010 Ladies and Gentlemen: Reference is made to that certain Administrative Services Agreement, dated November 9, 2021 (the “Original Agreement”), between Chain Bridge I (the “Company”) and Chain Bridge Group (the “Sponsor”). For good an |
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| August 2, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CHA |
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| May 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CH |
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| March 18, 2022 |
Description of the Registrant’s Securities.* Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Chain Bridge I (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to |
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| March 18, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 Chain Br |
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| March 18, 2022 |
Nominating Committee Charter.* EX-99.3 8 cbrgu-20211231xex99d3.htm EXHIBIT 99.3 Exhibit 99.3 CHAIN BRIDGE I CHARTER OF NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Nominating Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Chain Bridge I (the “Company”), established to help ensure that the Board is properly constituted to meet its fiduciary obligations to stockholders and the |
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| March 18, 2022 |
EX-14 3 cbrgu-20211231xex14.htm EXHIBIT 14 Exhibit 14 CHAIN BRIDGE I Code of Business Conduct and Ethics Introduction Purpose and Scope The Board of Directors (the “Board of Directors”) of Chain Bridge I (the “Company”) established this Code of Business Conduct and Ethics to aid the Company’s directors, officers, employees and certain designated agents in making ethical and legal decisions when co |
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| February 14, 2022 |
KYG2061X1280 / CHAIN BRIDGE I 0.00000000 / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Chain Bridge I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2061X102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 11, 2022 |
KYG2061X1280 / CHAIN BRIDGE I 0.00000000 / Castle Creek Arbitrage, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Chain Bridge I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2061X128 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t |
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| February 8, 2022 |
KYG2061X1280 / CHAIN BRIDGE I 0.00000000 / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment SC 13G 1 tm225488d10sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Chain Bridge I (Name of Issuer) Class A (Title of Class of Securities) G2061X128 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| December 29, 2021 |
Financial Statements and Exhibits, Other Events 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, 2021 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 or |
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| December 29, 2021 |
CHAIN BRIDGE I SECURITIES TO COMMENCE SEPARATE TRADING EX-99.1 2 tm2136443d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CHAIN BRIDGE I SECURITIES TO COMMENCE SEPARATE TRADING Burlingame, CA (December 29, 2021) – Chain Bridge I (NASDAQ: CBRGU) (the “Company”) announced today that separate trading of its Class A ordinary shares and redeemable warrants underlying the Company’s units would commence on or about December 31, 2021. The Class A ordinary shares and r |
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| December 21, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CHAIN BRIDGE I (Exact name of re |
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| November 19, 2021 |
Financial Statements and Exhibits, Other Events 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): November 15, 2021 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 or |
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| November 19, 2021 |
CHAIN BRIDGE I INDEX TO FINANCIAL STATEMENT EX-99.1 2 tm2133455d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CHAIN BRIDGE I INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Chain Bridge I Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 15, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Chain |
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| November 17, 2021 |
SC 13G 1 d338068dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHAIN BRIDGE I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2061X128 (CUSIP Number) November 10, 2021 (Date of Event Which Requires Filing of this Statement) Check |
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| November 16, 2021 |
EX-10.9 10 tm2132870d1ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 November 9, 2021 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Chain Bridge I, a Cayman Islands exempt |
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| November 16, 2021 |
Exhibit 1.2 COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 WELLS FARGO SECURITIES, LLC 500 West 33rd Street New York, NY 10001 November 9, 2021 Chain Bridge I 100 El Camino Real, Ground Suite Burlingame, California 94010 Attn: Michael Rolnick Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Chain Bridge I, a Cayman Islands exempted |
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| November 16, 2021 |
EX-10.2 7 tm2132870d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 9, 2021, is made and entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”), Chain Bridge Group, a Cayman Islands limited liability company (the “Sponsor”), CB Co-Inve |
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| November 16, 2021 |
EX-4.4 5 tm2132870d1ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT CHAIN BRIDGE I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 9, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated November 9, 2021 is by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in |
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| November 16, 2021 |
EX-99.2 13 tm2132870d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Chain Bridge I Announces Full Exercise of Underwriters’ Over-Allotment Option and Closing of $230 Million Initial Public Offering Burlingame, CA – November 15, 2021 – Chain Bridge I (the “Company”), a special purpose acquisition company, today announced the closing of its initial public offering of 23,000,000 units, including 3,000,000 uni |
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| November 16, 2021 |
Amended and Restated Memorandum and Articles of Association.(1) EX-3.1 4 tm2132870d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 COMPAlvIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM r~ND ARTICLES OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON NOVEMBER 9, 2021 Filed: 10-Nov-2021 11:11 EST Auth Code: C08326263703 www.verify.gov.ky File#: 370508 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RES |
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| November 16, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 9, 2021, by and between Chain Bridge I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. (333-25 |
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| November 16, 2021 |
EX-1.1 2 tm2132870d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 CHAIN BRIDGE I 20,000,000 Units Underwriting Agreement November 9, 2021 Cowen and Company, LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 100 |
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| November 16, 2021 |
Promissory Note, issued to CB Co-Investment LLC.(1) EX-10.14 11 tm2132870d1ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 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 SATISFA |
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| November 16, 2021 |
Chain Bridge I Announces Pricing of $200 Million Initial Public Offering Exhibit 99.1 Chain Bridge I Announces Pricing of $200 Million Initial Public Offering Burlingame, CA – November 9, 2021 – Chain Bridge I (the “Company”), a special purpose acquisition company, today announced the pricing of its initial public offering of 20,000,000 units, at a price to the public of $10.00 per unit. The units are expected to begin trading on The Nasdaq Stock Market (“Nasdaq”) on N |
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| November 16, 2021 |
EX-10.3 8 tm2132870d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”) and Chain Bridg |
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| November 16, 2021 |
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): November 9, 2021 Chain Bridge I (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 333-254502 |
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| November 16, 2021 |
EX-10.5 9 tm2132870d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 November 9, 2021 Chain Bridge Group 100 El Camino Real Ground Suite Burlingame, CA 94010 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) f |
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| November 12, 2021 |
$200,000,000 Chain Bridge I 20,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-254502 PROSPECTUS $200,000,000 Chain Bridge I 20,000,000 Units Chain Bridge I is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination |
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| November 9, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Chain Bridge I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1578955 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 100 El Camino Real, Ground Sui |
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| November 8, 2021 |
November 8, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Chain Bridge I Registration Statement on Form S-1 File No. 333-254502 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the underwriters for the proposed public |
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| November 8, 2021 |
Chain Bridge I 100 El Camino Real, Ground Suite Burlingame, California 94010 November 8, 2021 Chain Bridge I 100 El Camino Real, Ground Suite Burlingame, California 94010 November 8, 2021 VIA EDGAR Mr. |
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| November 5, 2021 |
CORRESP 1 filename1.htm Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 November 5, 2021 Mr. Nicholas Lamparski Ms. Mara L. Ransom Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Chain Bridge I Amendment No. 4 to Registration Statement on Form S-1 Filed November 1, 20 |
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| November 5, 2021 |
As filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, on November 5, 2021 Registration No. |
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| November 1, 2021 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 November 1, 2021 Mr. Nicholas Lamparski Ms. Mara L. Ransom Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Chain Bridge I Amendment No. 3 to Registration Statement on Form S-1 Filed October 1, 2021 File No. 333-254502 De |
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| November 1, 2021 |
EX-10.2 7 tm216424d16ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”), Chain Bridge Group, a Cayman Islands limited liability company (the “Sponsor”), CB Co-Investment L |
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| November 1, 2021 |
Form of Promissory Note between the Registrant and CB Co-Investment.* EX-10.14 11 tm216424d16ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 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 SATISFA |
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| November 1, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, on November 1, 2021 Registration No. |
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| November 1, 2021 |
EX-10.12 10 tm216424d16ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 Chain Bridge I 100 El Camino Real, Ground Suite Burlingame, California 94010 November 1, 2021 CB Co-Investment, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 Re: Amendment No. 3 to Securities Subscription Agreement Ladies and Gentlemen: Reference is made to the Securities Subscription Agreement dated February 3, 2021, as amen |
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| November 1, 2021 |
Form of Private Placement Warrant Purchase Agreement between the Registrant and the Sponsor.* EX-10.3 8 tm216424d16ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”) and Chain Bridge Group, |
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| November 1, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 CHAIN BRIDGE I 20,000,000 Units Underwriting Agreement [•], 2021 Cowen and Company, LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 Ladies and Gentlemen: Chain Bridge I, a Cayman |
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| November 1, 2021 |
EX-10.1 6 tm216424d16ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration st |
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| November 1, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON [●], 2021 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION ON [●], 2021 1 The name of the Company is Chain Bridge I |
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| November 1, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT CHAIN BRIDGE I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [], 2021 is by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is propo |
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| November 1, 2021 |
Exhibit 10.9 [], 2021 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Cowen and Company, LLC |
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| November 1, 2021 |
EX-10.15 12 tm216424d16ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of November 1, 2021, between CHAIN BRIDGE I, a Cayman Islands exempted company (the “Company”), and Franklin strategic series - Franklin Growth Opportunities Fund, a Delaware statutory trust (the “Purchaser”). RECITALS A. The Company was fo |
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| October 1, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] Chain Bridge I SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2061X 128 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares |
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| October 1, 2021 |
Exhibit 10.11 Chain Bridge I 100 El Camino Real, Ground Suite Burlingame, California 94010 October 1, 2021 CB Co-Investment, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 Re: Amendment No. 2 to Securities Subscription Agreement Ladies and Gentlemen: Reference is made to the Securities Subscription Agreement dated February 3, 2021, as amended by the Amendment to Securities Subscription Ag |
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| October 1, 2021 |
Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”), Chain Bridge Group, a Cayman Islands limited liability company (the “Sponsor”), CB Co-Investment LLC, an affiliate of one of the Underwriters ( |
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| October 1, 2021 |
Exhibit 10.9 [], 2021 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Cowen and Company, LLC |
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| October 1, 2021 |
CHAIN BRIDGE I 20,000,000 Units Underwriting Agreement EX-1.1 2 tm216424d14ex1-1.htm EXHIIBIT 1.1 Exhibit 1.1 CHAIN BRIDGE I 20,000,000 Units Underwriting Agreement [•], 2021 Cowen and Company, LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 Lad |
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| October 1, 2021 |
Form of Private Placement Warrant Purchase Agreement between the Registrant and the Sponsor.** Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”) and Chain Bridge Group, a Cayman Islands limited liability company ( |
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| October 1, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, on October 1, 2021 Registration No. |
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| October 1, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.** Exhibit 3.2 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON [●], 2021 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION ON [●], 2021 1 The name of the Company is Chain Bridge I |
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| October 1, 2021 |
Form of Business Combination Marketing Agreement.* EX-1.2 3 tm216424d14ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 COWEN AND COMPANY, LLC WELLS FARGO SECURITIES, LLC 599 Lexington Avenue, 25th Floor 500 West 33rd Street New York, NY 10022 New York, NY 10001 [•], 2021 Chain Bridge I 100 El Camino Real, Ground Suite Burlingame, California 94010 Attn: Michael Rolnick Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Chain B |
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| October 1, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT CHAIN BRIDGE I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [], 2021 is by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, the Company |
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| October 1, 2021 |
EX-10.1 9 tm216424d14ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration st |
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| May 3, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, on May 3, 2021 Registration No. |
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| May 3, 2021 |
CORRESP 1 filename1.htm Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 May 3, 2021 Mr. Nicholas Lamparski Ms. Mara L. Ransom Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Chain Bridge I Amendment No. 1 to Registration Statement on Form S-1 Filed April 12, 2021 File |
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| May 3, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT CHAIN BRIDGE I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [], 2021 is by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is propo |
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| April 12, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 tm216424d6ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 CHAIN BRIDGE I 30,000,000 Units Underwriting Agreement [•], 2021 Cowen and Company, LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 Ladie |
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| April 12, 2021 |
Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”), Chain Bridge Group, a Cayman Islands limited liability company (the “Sponsor”), CB Co-Investment LLC, an affiliate of one of the Underwriters ( |
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| April 12, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] Chain Bridge I SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2061X 128 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Share |
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| April 12, 2021 |
EX-10.9 16 tm216424d6ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 [], 2021 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Chain Bridge I, a Cayman Islands exempted compan |
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| April 12, 2021 |
Form of Compensation Committee Charter.* EX-99.2 22 tm216424d6ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CHAIN BRIDGE I CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Chain Bridge I (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its |
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| April 12, 2021 |
Form of Indemnification Agreement.* Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [], 2021 between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers, advisors or in other |
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| April 12, 2021 |
Form of Business Combination Marketing Agreement.* Exhibit 1.2 COWEN AND COMPANY, LLC WELLS FARGO SECURITIES, LLC 599 Lexington Avenue, 25th Floor 500 West 33rd Street New York, NY 10022 New York, NY 10001 [•], 2021 Chain Bridge I 100 El Camino Real, Ground Suite Burlingame, California 94010 Attn: Michael Rolnick Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Chain Bridge I, a Cayman Islands exempted company |
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| April 12, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON [●], 2021 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHAIN BRIDGE I ADOPTED BY SPECIAL RESOLUTION ON [●], 2021 1 The name of the Company is Chain Bridge I |
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| April 12, 2021 |
Securities Assignment Agreement, dated April 9, 2021, between the Registrant and CB Co-Investment.* Exhibit 10.11 SECURITIES ASSIGNMENT AGREEMENT This Securities Assignment Agreement is dated as of April 9, 2021 (this “Assignment”), by and between CB Co-Investment LLC (the “Seller”), and Chain Bridge Group, a Cayman Islands limited liability company (the “Buyer”). WHEREAS, on the terms and subject to the conditions set forth in this Assignment, the Seller wishes to sell, assign and transfer to t |
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| April 12, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. (333-254502) (t |
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| April 12, 2021 |
Specimen Warrant Certificate.* EX-4.3 7 tm216424d6ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Chain Bridge I Incorporated Under the Laws of the Cayman Islands CUSIP G2061X 110 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the re |
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| April 12, 2021 |
Form of Code of Business Conduct and Ethics.* Exhibit 14 CHAIN BRIDGE I Code of Business Conduct and Ethics Introduction Purpose and Scope The Board of Directors (the “Board of Directors”) of Chain Bridge I (the “Company”) established this Code of Business Conduct and Ethics to aid the Company’s directors, officers, employees and certain designated agents in making ethical and legal decisions when conducting the Company’s business and performing their day-to-day duties. |
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| April 12, 2021 |
Specimen Ordinary Share Certificate.* EX-4.2 6 tm216424d6ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES CHAIN BRIDGE I INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2061X 102 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF CHAIN BRIDGE I (THE |
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| April 12, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, on April 12, 2021 Registration No. |
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| April 12, 2021 |
Form of Private Placement Warrant Agreement between the Registrant and the Sponsor.* EX-10.3 13 tm216424d6ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”) and Chain Bridge Group, |
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| April 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT CHAIN BRIDGE I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [], 2021 is by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is propo |
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| April 12, 2021 |
Form of Administrative Services Agreement between the Registrant and the Sponsor.* Exhibit 10.5 Chain Bridge I 100 El Camino Real Ground Suite Burlingame, CA 94010 [], 2021 Chain Bridge Group 100 El Camino Real Ground Suite Burlingame, CA 94010 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the sec |
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| April 12, 2021 |
Form of Audit Committee Charter.* Exhibit 99.1 CHAIN BRIDGE i CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Committee The primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”) of Chain Bridge I (the “Company”), in (i) fulfilling the Board’s oversight responsibilities with respect to the Company’s corporate accounting and financial report |
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| April 12, 2021 |
Exhibit 10.10 Chain Bridge I 100 El Camino Real, Ground Suite Burlingame, California 94010 April 9, 2021 CB Co-Investment LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 Re: Amendment to Securities Subscription Agreement Ladies and Gentlemen: Reference is made to the Securities Subscription Agreement dated February 3, 2021 (the “Agreement”) between CB Co-Investment LLC, a Delaware limited |
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| April 9, 2021 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 April 12, 2021 Mr. Nicholas Lamparski Ms. Mara L. Ransom Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Chain Bridge I Registration Statement on Form S-1 Filed March 19, 2021 File No. 333-254502 Dear Mr. Lamparski and M |
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| March 19, 2021 |
Memorandum and Articles of Association.* Exhibit 3.1 Assistant Registrar Chain Bridge I Memorandum and Articles of Association Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands campbellslegal.com (AC) Chain Bridge I Assistant Registrar Companies Act (as revised) Company Limited by Shares Memorandum of Association Company Name The name of the Company is Chain Bridge I. Registered Office The registered office of th |
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| March 19, 2021 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 March 19, 2021 Mr. Nicholas Lamparski Ms. Mara L. Ransom Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Chain Bridge I Draft Registration Statement on Form S-1 Submitted February 16, 2021 CIK No. 0001845149 Dear Mr. Lam |
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| March 19, 2021 |
Securities Subscription Agreement, dated February 3, 2021, between the Registrant and the Sponsor.* Exhibit 10.8 Chain Bridge I 984 Baileyana Road Hillsborough, CA 94010 February 3, 2021 Chain Bridge Group 984 Baileyana Road Hillsborough, CA 94010 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on February 3, 2021 by and between Chain Bridge Group, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Chain Bridge I, a Caym |
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| March 19, 2021 |
Promissory Note, dated as of February 1, 2021, issued to the Sponsor.* Exhibit 10.7 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 |
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| March 19, 2021 |
Exhibit 99.3 CONSENT Chain Bridge I is filing a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nom |
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| March 19, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, on March 19, 2021 Registration No. |
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| March 19, 2021 |
Exhibit 99.5 CONSENT Chain Bridge I is filing a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nom |
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| March 19, 2021 |
Exhibit 10.9 Chain Bridge I 984 Baileyana Road Hillsborough, CA 94010 February 3, 2021 CB Co-Investment, L.L.C. 599 Lexington Avenue, 25th Floor New York, NY 10022 RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on February 3, 2021 by and between CB Co-Investment, L.L.C., a Delaware limited liability company (the ?Subscriber? or ?you?), and Chain |
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| March 19, 2021 |
Exhibit 99.4 CONSENT Chain Bridge I is filing a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nom |
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| February 16, 2021 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on February 16, 2021. |
