UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
Chain Bridge I (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Current Report on Form 8-K, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 19, 2022 (the “Original Form 8-K”), related to the appointment of David G. Brown as a director of the Company and a member of the Company’s Audit Committee, Compensation Committee and Nominating Committee, as further described below. The Original Form 8-K omitted Mr. Brown’s appointment as a member of the Company’s Compensation Committee.
The information in this Amendment is presented as of the filing date of the Original Form 8-K and does not reflect events occurring after that filing date or modify or update disclosures in any way other than as required to reflect the restatement as described below. Accordingly, this Amendment should be read in conjunction with the Company’s other filings with the SEC subsequent to the date on which it filed the Original Form 8-K.
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. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 16, 2022
| CHAIN BRIDGE I | ||
| By: | /s/ Michael Rolnick | |
| Name: | Michael Rolnick | |
| Title: | Chief Executive Officer | |