www.sec.gov Open in urlscan Pro
2a02:26f0:6c00:181::2374  Public Scan

Form analysis
0 forms found in the DOM

Text Content

DEFA14A 1 tm2313737d2_defa14a.htm DEFA14A



 



 

 

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 organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

330 Primrose Road, Suite 500

Burlingame, California

  94010 (Address of principal executive offices)   (Zip Code)

 

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

 

Not Applicable



(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

 

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)   Name of each exchange on
which
registered Units, each consisting of one Class A ordinary share and one-half of
one redeemable Warrant to acquire one Class A ordinary share   CBRGU   The
Nasdaq Global Market Class A ordinary shares, par value $0.0001 per share   CBRG
  The Nasdaq Global Market Redeemable Warrants, each whole warrant exercisable
for one Class A ordinary share at an exercise price of $11.50   CBRGW   The
Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.  ¨

 



 

 



 

 

 

Item 8.01Other Events.

 

As previously disclosed in its definitive proxy statement dated as of April 19,
2023 (the “Definitive Proxy Statement”), Chain Bridge I (the “Company”) will
hold an extraordinary general meeting of its shareholders on May 5, 2023 (the
“Special Meeting”) to consider and vote upon the Extension Proposal (as defined
in the Definitive Proxy Statement) and, if necessary, the Adjournment Proposal
(as defined in the Definitive Proxy Statement).

 

The Company has identified a potential business combination target company (the
“Partner”) for an initial business combination (the “Potential Business
Combination”). The Company believes the potential business combination with
Partner represents a compelling opportunity for the Company to complete its
initial business combination and has entered into a letter of intent with
Partner. Such letter of intent is non-binding. The execution of a definitive
business combination agreement is subject to several conditions, including the
completion of due diligence and negotiation and preparation of documentation.
The Company cannot assure that it will enter into a definitive business
combination agreement with Partner.

 

The Definitive Proxy Statement incorrectly reported that the Company’s Board of
Directors fixed the close of business on March 29, 2023 as the date for
determining the Company’s shareholders entitled to receive notice of and to vote
at the Special Meeting and any adjournment thereof. The Company’s Board has
fixed the close of business on April 4, 2023 as the record date for determining
the Company’s shareholders entitled to receive notice of and to vote at the
Special Meeting and any adjournment thereof (the “Record Date”).

 

The per-share pro rata portion of the Trust Account (as defined in the
Definitive Proxy Statement) on March 29, 2023, after taking into account taxes
owed but not paid by such date (which is expected to be the same approximate
amount two business days prior to the Special Meeting), was approximately $10.44
per Public Share (as defined in the Definitive Proxy Statement). The closing
price of the Company’s Ordinary Shares (as defined in the Definitive Proxy
Statement) on March 29, 2023 was $10.44.

 



 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

 

Dated: April 27, 2023

 

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