CBRGU Chain Bridge I

 

 

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): October 29, 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 1.01

Entry Into A Material Definitive Agreement.

 

On October 29, 2024, Chain Bridge I (the “Company”) and Fulton AC I LLC (the “CBRG Sponsor”) entered into an agreement (the “Dissolution Expense Reimbursement Agreement”) pursuant to which the CBRG Sponsor agreed to reimburse the Company’s trust account up to $100,000 to pay dissolution expenses if and when the Company is dissolved. The amount of such reimbursements will be included in the amount distributable holders of Class A Ordinary Shares of the Company entitled to participate the liquidation of the trust.

 

The Dissolution Expense Reimbursement Agreement is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Dissolution Expense Reimbursement Agreement is qualified in its entirety by reference thereto.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number	Description
10.1	Agreement, dated October 29, 2024, by and between Chain Bridge I and Fulton AC I LLC
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: October 29, 2024

	CHAIN BRIDGE I
	By:	/s/ Andrew Cohen
	Name: Andrew Cohen
	Title: Chief Executive Officer

 

 

 

Exhibit 10.1

 

REIMBURSEMENT AGREEMENT

 

This REIMBURSEMENT Agreement (this “Agreement”) is made as of October 29, 2024 (the “Effective Date”) by and between Fulton AC I LLC, a Delaware limited liability company (“Fulton”), and Chain Bridge I, an exempted company incorporated under the laws of the Cayman Islands (“Recipient” or the “Company”).

 

WHEREAS, pursuant to the Company’s Second Amended and Restated Memorandum and Articles of Association, the Company may use up to $100,000 in interest from the trust account that the Company holds with Continental Stock Transfer & Trust Company established for the benefit of the persons holding Class A ordinary shares sold in the Company’s initial public offering (the “Trust Account”) to pay dissolution expenses (“Dissolution Expenses”) if and when the Company is dissolved (a “Dissolution”);

 

WHEREAS, Fulton desires to make payments to Recipient in an aggregate amount of up to $100,000 (collectively, the “Reimbursements”) to fund Dissolution Expenses, if any; and

 

WHEREAS, Recipient wishes to accept the Reimbursements on the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

 

Section 1. Reimbursement.

 

(a) In the event of a Dissolution, Fulton hereby agrees to fund the Reimbursements to Recipient in the manner set forth below, and Recipient hereby agrees to accept the Reimbursements and Recipient agrees to transfer all such Reimbursements to the Trust Account within two (2) business days of receipt of such Reimbursements. Fulton is not receiving any property from Recipient in exchange for the Reimbursements. Fulton is not performing any services for Recipient in connection with the Reimbursements. The Reimbursements are not being made in exchange for indebtedness of Recipient or for the discharge of any indebtedness Recipient. No indebtedness will be created in favor of Fulton in connection with the Reimbursements.

 

(b) Fulton shall transfer each Reimbursement to the Company within two (2) business days of receipt of a Reimbursement request from Recipient. Recipient shall promptly deposit all Reimbursements received from Fulton into the Trust Account.

 

 

Section 2. Miscellaneous.

 

(a)       This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be amended or modified in any respect or to any extent whatsoever, except by an instrument in writing, executed by each of the parties hereto.

 

(b)       Neither party hereto may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party. Any purported assignment or delegation in violation of this Agreement shall be null and void. This Agreement is binding upon and inures to the benefit of the parties named herein and their respective successors and permitted assigns.

 

(c)       This Agreement may be executed in one or more counterparts, each of which is deemed an original but all of which together constitute one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

 

(d)       Each of the parties hereto shall pay its own expenses and costs incurred or to be incurred in negotiating, closing, and executing the transactions contemplated by this Agreement.

 

(e)       This Agreement shall be governed by and construed in accordance with the laws of New York without giving effect to any provision of law or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

 

(f)       In the event that any of the provisions contained herein shall be invalid or unenforceable, then the remaining provisions shall be construed as if such invalid or unenforceable provisions were not contained herein.

 

(g)       Nothing in this Agreement, expressed or implied, is intended to or shall confer upon any person, other than the parties hereto and their respective successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no person shall be deemed a third-party beneficiary under or by reason of this Agreement.

 

(h)       No waiver by any party hereto of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

(i)       Each party hereto shall execute and deliver, or cause to be executed and delivered, such documents and instruments, reasonably satisfactory to the other party hereto, as may be reasonably necessary or desirable to carry out or implement any provision of this Agreement.

 

[Signature Page Follows]

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

	Fulton AC I LLC
	By:	/s/ Andrew Kucharchuk
		Name:	Andrew Kucharchuk
		Title:	Chief Financial Officer
	Chain Bridge I
	By:	/s/ Andrew Cohen
		Name:	Andrew Cohen
		Title:	Chief Executive Officer

 

 

 

 

[SIGNATURE PAGE OF REIMBURSEMENT AGREEMENT]

v3.24.3

Cover	Oct. 29, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2024
Entity File Number	001-41047
Entity Registrant Name	Chain Bridge I
Entity Central Index Key	0001845149
Entity Tax Identification Number	98-1578955
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	8 The Green
Entity Address, Address Line Two	#17538
Entity Address, City or Town	Dover
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19901
City Area Code	202
Local Phone Number	656-4257
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Unitseachconsistingofone Class Aordinaryshareandonehalfofoneredeemable Warranttoacquireone Class Aordinaryshare [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share
Trading Symbol	CBRGU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CBRG
Security Exchange Name	NASDAQ

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