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

On October 13, 2022, the Company announced that David G. Brown has been appointed as a director of the Company and a member of the Company's Audit Committee, Compensation Committee and Nominating Committee. Mr. Brown will serve in the class of directors whose term expires at the Company's second general annual meeting of shareholders. The Board of Directors of the Company has determined that Mr. Brown is an independent director under applicable Securities and Exchange Commission and the Nasdaq Stock Market LLC rules.

In connection with the appointment of Mr. Brown, the Company and Mr. Brown entered into the following agreements:

· A Letter Agreement, dated October 13, 2022, between the Company and Mr. Brown,


  pursuant to which, among other things, the Company agreed to grant Mr. Brown
  30,000 restricted stock units of the Company subject to the terms and
  conditions set forth therein; Mr. Brown has agreed to vote any Class B ordinary
  shares and Class A ordinary shares held by him in favor of the Company's
  initial business combination; facilitate the liquidation and winding up of the
  Company if an initial business combination is not consummated within the time
  period required by its Amended and Restated Memorandum and Articles of
  Association; and certain transfer restrictions with respect to the Company's
  securities.

· An Indemnification Agreement, dated October 13, 2022, between the Company and

Mr. Brown, providing Mr. Brown contractual rights to indemnification in
  addition to the indemnification provided for in the Company's Amended and
  Restated Memorandum and Articles of Association.

· A Joinder Agreement, dated October 13, 2022, pursuant to which Mr. Brown became


  a party to that certain Registration and Shareholder Rights Agreement, dated
  November 9, 2021, among the Company, Chain Bridge Group (the "Sponsor"), CB
  Co-Investment LLC ("CB Co-Investment") and certain equityholders of the
  Company, which provides for, among other things, customary demand and
  piggy-back registration rights.

The foregoing descriptions of the Letter Agreement, the Indemnification Agreement and the Joinder Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnification Agreement and the Joinder Agreement, copies of which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.

Other than the foregoing, Mr. Brown is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.



10.1        Letter Agreement, dated October 13, 2022, between the Company and
            Mr. Brown.

10.2        Indemnification Agreement, dated October 13, 2022, between the
            Company and Mr. Brown.

10.3        Joinder Agreement, dated October 13, 2022, among the Company, the
            Sponsor, CB Co-Investment and Mr. Brown.

            Cover Page Interactive Data File (embedded within the Inline XBRL
104         document)

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