UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol(s) |
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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.
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| 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 Holdings. |
Chain Bridge I (the “Company”) held the Extraordinary General Meeting of Shareholders (the “Meeting”) at 11:00 A.M. ET on May 12, 2023 for the purposes of considering and voting upon:
● The Extension Proposal – to approve the following special resolution to amend the Company’s amended and restated memorandum and articles of association (together, the “Existing Charter”) to extend from May 15, 2023 (the “Original Termination Date”) to November 15, 2023 (the “Extended Date”), and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024 (the “Additional Extended 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.
● The Adjournment Proposal — to approve by ordinary resolution the adjournment of the Meeting by the chair thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for the purpose of approving the Extension Proposal, to amend the Extension Proposal, or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Meeting; provided that the Meeting is reconvened as promptly as practical thereafter. The Adjournment Proposal will only be presented at the Meeting if there are not sufficient votes to approve the Extension Proposal.
For more information on these proposals, please refer to the Company’s proxy statement dated May 1, 2023 (the “Proxy Statement”). As of the record date of April 4, 2023, there were a total of 28,750,000 ordinary shares issued and outstanding and entitled to vote at the Meeting. Proxies were received for 24,148,277 ordinary shares, or approximately 83.99% of the shares issued and outstanding and entitled to vote at the Meeting; therefore a quorum was present.
Shareholders voted to approve the Extension Proposal. The proposal received the following final voting results:
| For | Against | Abstain | ||||||||
| 22,370,946 | 1,298,537 | 478,794 | ||||||||
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 Memorandum and Articles of Association as adopted on May 12, 2023 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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | Description | |
| 3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association of Chain Bridge I | |
| 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: May 17, 2023
| CHAIN BRIDGE I | ||
| By: | /s/ Michael Rolnick | |
| Name: | Michael Rolnick | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
EXTENSION AMENDMENT
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CHAIN BRIDGE I
RESOLVED, as a special resolution: “that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 38.8, 38.9, 38.10 and 38.12 in their entirety and the insertion of the following language in their place:
38.8 Reserved.
38.9 In the event that the Company does not consummate a Business Combination by November 15, 2023 (the “Extension Date”), or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall:
| (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 Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members 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. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 38.9 with respect to the liquidation of the Trust Account, subject 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.
Notwithstanding this Article or any other provision of the Articles, in the event that the Company has not consummated an initial Business Combination by November 15, 2023, without approval of the Members, the board of directors of the Company (the “Board”), without another shareholder vote, may elect to further extend the date to consummate an initial business combination after the Extension Date up to three times, by an additional month each time, up to February 15, 2024 (the “Additional Extension Date”).
38.10 In the event that any amendment is made to these Articles:
| (a) | that would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to: |
| (i) | have their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 38.2(b) or 38.6; or |
| (ii) | redeem 100 % of the Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us, divided by the number of then outstanding Public Shares, subject to the applicable law, if the Company has not consummated an initial Business Combination by the Extension Date or the Additional Extension Date (as the Extension Date or the Additional Extension Date may be extended in accordance with these Articles); or |
| (b) | with respect to any other provision relating to the rights of holders of Public Shares, each holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment (an “Amendment Redemption”) at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any, divided by the number of Public Shares then in issue. |
38.12 After the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to the consummation of a Business Combination, the directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:
| (a) | receive funds from the Trust Account; or |
| (b) | vote as a class with the Public Shares: |
| (i) | on a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business Combination; or |
| (ii) | to approve an amendment to these Articles to: |
| (A) | extend the time the Company has to consummate a Business Combination beyond the Extension Date or the Additional Extension Date (as the Extension Date or the Additional Extension Date may be extended in accordance with these Articles); or |
| (B) | amend the foregoing provisions of these Articles. |