Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in its definitive proxy statement (the "Definitive Proxy
Statement") filed with the Securities and Exchange Commission ("SEC") on May 2,
2023, Chain Bridge I (the "Company") will hold an extraordinary general meeting
of its shareholders on May 12, 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).
On May 10, 2023, the Company, Chain Bridge Group, the sponsor of the Company
(the "Sponsor"), and CB Co-Investment LLC ("CB Co-Investment") entered into
non-redemption agreements (each, a "Non-Redemption Agreement") with one or more
unaffiliated third party or parties in exchange for each such third party or
third parties agreeing not to redeem 400,000 ordinary shares of the Company sold
in its initial public offering (the "Non-Redeemed Shares") at the Special
Meeting. In exchange for the foregoing commitments not to redeem such
Non-Redeemed Shares, the Sponsor and CB Co-Investment, as applicable, have
agreed to transfer, to each such third party purchaser(s) 100,000 ordinary
shares of the Company held by the Sponsor or CB Co-Investment, as applicable,
plus up to an additional 50,000 ordinary shares of the Company held by the
Sponsor or CB Co-Investment, as applicable, with such number of additional
ordinary shares of the Company to be determined based upon the date of the
consummation of the Company's initial business combination. Such transfer of
ordinary shares of the Company shall be effected immediately following the
consummation of the Company's initial business combination if such third party
or third parties continue to hold the Non-Redeemed Shares through the Special
Meeting, The Non-Redemption Agreements are not expected to increase the
likelihood that the Extension Proposal is approved by Company shareholders but
will increase the amount of funds that remain in the Company's trust account
following the Special Meeting. The foregoing summary of the Non-Redemption
Agreement does not purport to be complete and is qualified in its entirety by
reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1
and incorporated herein by reference.
Neither the Sponsor nor the Company's directors or executive officers
beneficially owned any Public Shares (as defined in the Definitive Proxy
Statement) as of the Record Date (as defined in the Definitive Proxy Statement),
but may choose to purchase Public Shares in the open market and/or through
negotiated private transactions after the date of the Definitive Proxy Statement
at prices not to exceed the per-share pro rata portion of the Trust Account on
May 9, 2023 described below. In the event that such purchases do occur, the
purchasers may seek to purchase shares from shareholders who would otherwise
have voted against the Extension Proposal and/or elected to redeem their shares.
Any Public Shares so purchased will not be voted in favor of the Extension
Proposal.
The Company expects third party purchaser(s) under the Non-Redemption Agreements
to purchase at least 175,000 ordinary shares of the Company in the open market
and/or through negotiated private transactions and elect not to redeem such
shares in connection with the Special Meeting. Any such open market and/or
privately negotiated purchases shall be effected at purchase prices that are no
greater than the per share pro rata portion of the Trust Account. On May 11,
2023, certain unaffiliated third parties that were parties to the Non-Redemption
Agreements purchased 175,000 ordinary shares of the Company in the open market
and/or through negotiated private transactions at a purchase price per share of
$10.48.
The per-share pro rata portion of the Trust Account on May 9, 2023 after taking
into account taxes owed but not paid by such date was approximately $10.49 per
Public Share. The closing price of the Company's ordinary shares on May 10, 2023
was $10.42.
As of the close of business on May 11, 2023, the Company has received redemption
requests in connection with the Special Meeting with respect to 18,848,866
ordinary shares of the Company.
Forward-Looking Statements
This Current Report on Form 8-K (this "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation, the risks
and uncertainties indicated from time to time in the Company's filings with the
SEC. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in the Company's expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Extension Proposal. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the Definitive Proxy Statement, which may be
obtained free of charge from the sources indicated below.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities. This communication shall also not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act or an
exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read
the Definitive Proxy Statement as well as other documents filed by the Company
with the SEC, because these documents will contain important information about
the Company and the Extension Proposal. Shareholders may obtain copies of the
Definitive Proxy Statement, without charge, at the SEC's website
at www.sec.gov or by directing a request to the Company's proxy solicitor, Okapi
Partners, at 1212 Avenue of the Americas, 17th Floor, New York, NY 10036,
Toll-Free (855) 208-8903 or (212) 297-0720, Email: info@okapipartners.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Non-Redemption Agreement(1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1) Incorporated by reference to the Company's Current Report on Form 8-K, filed
with the SEC on May 11, 2023.
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