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 organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
8 The Green #17538
Dover, DE | | 19901 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (202) 656-4257
(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) |
| ¨ | 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 Capital Market |
| Class A ordinary shares, par value $0.0001 per share | | CBRG | | The Nasdaq Capital 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 7, 2024, the Chain Bridge I (the “Company”) held its Extraordinary General Meeting of Shareholders (the “Meeting”). At the Meeting, the shareholders voted on:
| 1. | The Amendment Proposal. A proposal to amend and restate, by way of a special resolution, the Company’s amended and restated memorandum and articles of association, as amended from time to time (the “Existing Charter”), to: |
| · | extend from February 15, 2024 (the “Existing Termination Date”) to November 15, 2024 (the “Extended Termination Date”), the date (the “Termination Date”) by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a “Business Combination”), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company’s initial public offering (the “Public Shares”); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law; |
| · | provide for the right of the holders of our Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”), to convert such shares into shares of our Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), on a one-to-one basis at the election of such holders. Class A Shares issued upon conversion of Class B Shares will not be entitled to receive funds from the Trust Account through redemptions or otherwise; and |
| · | to remove a statement that there are no limits on the number of Ordinary Shares which may be issued by the Company and to clarify that the Company may issue and that certificates may, but are not required, to be issued to evidence ownership of Ordinary Shares. |
| 2. | The Adjournment Proposal. A proposal to approve the adjournment of the General Meeting to a later date or dates, if necessary, and to instruct the chairman of the same in accordance with Article 14.7 of the Existing Charter, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise, only to be presented at the General Meeting if there are not sufficient votes to approve the Amendment Proposal. |
Each of the proposals is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 18, 2024. The results of the votes are set forth below.
Proposal 1 – the Amendment Proposal
Shareholders voted to approve the Amendment Proposal. The proposal received the following final voting results:
| For | | Against | | Abstain |
| 7,986,085 | | 477,406 | | 0 |
Proposal 2 – the Adjournment Proposal
The Adjournment Proposal was not presented to the shareholders because there were sufficient votes to approve the Extension Proposal.
A copy of the Amendment of the Company’s Second Amended and Restated Memorandum and Articles of Association as adopted at the Meeting by special resolution of the shareholders is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
In connection with the Meeting, the holders of an aggregate of 3,144,451 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $34,530,234.77 in cash held in the Trust Account.
Additionally, pursuant to Fulton AC’s agreement to contribute to the Trust Account an amount of funds determined by reference to the number of shares not redeemed in connection with the approval of the Amendment Proposal, Fulton AC will contribute to the Trust $22,500 on February 16, 2024 plus $5,000 per month on the 16th of each calendar month, commencing on May 16, 2024, until the earliest to occur of the Extended Termination Date, the consummation of the Business Combination or the winding up of the Company.
Pursuant to those certain Voting Agreements, dated December 29, 2023, entered into by each of Chain Bridge Group and CB Co-Investment, immediately upon approval of the Amendment Proposal at the Meeting, Chain Bridge Group and CB Co-Investment exercised their right to convert all of their Class B Ordinary Shares (an aggregate of 2,559,000 Class B Ordinary Shares) on a one-for-one basis into an aggregate of 2,559,000 Class A Ordinary Shares which are not be entitled to receive funds from the Trust Account through redemptions or otherwise.
After the redemptions and conversions discussed above, 3,565,683 shares of Class A Ordinary Shares are outstanding, including Class A Ordinary Shares included in our units, and 3,191,000 shares of Class B Ordinary Shares are outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 13, 2024
| | CHAIN BRIDGE I |
| | |
| | By: | /s/ Andrew Cohen |
| | Name: | Andrew Cohen |
| | Title: | Chief Executive Officer |
| | |
