UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 14, 2023, the board of directors of Chain Bridge I (the “Company”) approved the grant of 30,000 restricted stock units (“RSUs”) to Mr. Roger Lazarus as compensation for services provided to the Company. Such RSUs will be granted to Mr. Lazarus upon the effectiveness of a registration statement filed by the Company with the U.S. Securities and Exchange Commission covering the RSUs and the shares issuable upon settlement of the RSUs, subject, in each case, to the Letter Agreement (as defined below).
In connection with the grant of the RSUs to Mr. Lazarus, the Company and Mr. Lazarus entered into the following agreements:
· A Letter Agreement, dated June 15, 2023 (the “Letter Agreement”), between the Company and Mr. Lazarus, pursuant to which, among other things, the Company agreed to grant Mr. Lazarus 30,000 RSUs of the Company subject to the terms and conditions set forth therein; Mr. Lazarus 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.
· A Joinder Agreement, dated June 20, 2023, pursuant to which Mr. Lazarus 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 and the Joinder Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Joinder Agreement, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Other than the foregoing, Mr. Lazarus 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 June 15, 2023, between the Company and Mr. Lazarus. |
| 10.2 | Joinder Agreement, dated June 20, 2023, among the Company, the Sponsor and Mr. Lazarus. |
| 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: June 22, 2023
| CHAIN BRIDGE I | ||
| By: | /s/ Michael Rolnick | |
| Name: | Michael Rolnick | |
| Title: | Chief Executive Officer | |