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/s/ Daniel Wainstein
Daniel Wainstein
Chairperson of the Board of Directors | | | | |
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Class B
Ordinary Shares (1)(2) | | |
Class A
Ordinary Shares | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Name of Beneficial Owners
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Number of
Shares Beneficially Owned
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Approximate
Percentage of Class
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Number of
Shares Beneficially Owned
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Approximate
Percentage of Class
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Approximate
Percentage of Outstanding Shares
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Andrew Cohen
(3)
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3,035,000
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52.78
%
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—
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—
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30.65
%
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Roger Lazarus
(4)
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46,000
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|
*
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—
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—
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*
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Daniel Wainstein
(3)
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—
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—
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—
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—
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—
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Lewis Silberman
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|
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—
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—
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—
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|
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—
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—
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Paul Baron
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—
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—
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—
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—
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—
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All current officers and directors as a group (5 individuals)
(3)(4)
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3,081,000
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|
|
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53.58
%
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|
|
|
|
|
—
|
|
|
|
|
|
—
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|
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31.12
%
|
|
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|
Fulton AC 1 LLC
(3)
|
|
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3,035,000
|
|
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|
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52.78
%
|
|
|
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|
|
—
|
|
|
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—
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30.65
%
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Chain Bridge Group
(5)
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1,983,335
|
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34.49
%
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|
|
—
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|
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—
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20.03
%
|
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CB Co-Investment LLC
(6)
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575,665
|
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10.01
%
|
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|
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|
|
—
|
|
|
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—
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|
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10.01
%
|
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Polar Asset Management Partners Inc.
(7)
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—
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—
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415,000
|
|
|
|
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10.00
%
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4.19
%
|
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|
Exos Asset Management LLC
(8)
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—
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—
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390,624
|
|
|
|
|
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9.41
%
|
|
|
|
|
|
3.95
%
|
|
|
|
Radcliffe Capital Management, L.P.
(9)
|
|
|
|
—
|
|
|
|
|
|
—
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|
|
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400,000
|
|
|
|
|
|
9.64
%
|
|
|
|
|
|
4.04
%
|
|
|
*
Less than one percent.
(1)
Unless otherwise specified, the business address of each of the entity and individual is 8 The Green # 17538 Dover, DE 19901.
(2)
Interests shown consist solely of founder shares, classified as Class B Shares. The Class B Shares will automatically convert into Class A ordinary shares at the time of our initial Business Combination.
(3)
Fulton AC 1 LLC (“
Fulton AC
”) is the record holder of the shares reported herein. Fulton AC is managed by CREO I LLC (“
CREO
”). Fulton AC is owned 20% by CREO, 40% by Seven Knots, LLC (“
Seven Knots
”) and 40% by Keystone Capital Partners, LLC (“
Keystone
”). Daniel Wainstein indirectly, through his ownership interest in Seven Knots and Keystone, owns approximately 40% of the equity interests of Fulton AC. Mr. Wainstein has no control over Fulton AC, CREO, Seven Knots or Keystone and has no control over the voting and dispositive decisions regarding the Issuer’s securities owned by Fulton AC, which are made solely by CREO. Accordingly, Mr. Wainstein will not be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, he expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly.
25
(4)
Does not include any shares indirectly owned by this individual as a result of his or her direct or indirect ownership interest in our sponsor.
(5)
The managers of Chain Bridge Group are Michael Rolnick, Stephen Bowsher and Christopher Darby. Each manager of Chain Bridge Group has one vote, and the approval of a majority of the managers is required to approve an action of Chain Bridge Group. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing analysis, no individual manager of Chain Bridge Group exercises voting or dispositive control over any of the securities held by Chain Bridge Group, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each of them expressly disclaims any such beneficial interest to the extent of any pecuniary interest any of them may have therein, directly or indirectly. The business address of Chain Bridge Group is 330 Primrose Road, Suite 500, Burlingame, CA 94010.
(6)
CB Co-Investment LLC is the record holder of the securities reported herein. As the sole member of CB Co-Investment LLC, Cowen Investments II LLC may be deemed to beneficially own the securities owned directly by CB Co-Investment LLC. Cowen Investments II LLC is a wholly owned indirect subsidiary of The Toronto-Dominion Bank. The business address of each of CB Co Investment LLC and Cowen Investments II LLC is 599 Lexington Avenue, 20th Floor, New York, NY 10022.
(7)
Polar Asset Management Partners Inc. (“
Polar
”) serves as the investment advisor to Polar Multi-Strategy Master Fund (the “
Polar Fund
”) with respect to the shares reported herein. Polar may be deemed to beneficially owned the shares directly owned by the Polar Fund. The business address of Polar and the Polar Fund is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.
(8)
Exos Asset Management LLC (“
Exos
”) is the investment manager to Exos Collateralized SPAC Holdings Fund LP (the “
Collateralized SPAC Fund
”). Exos, as the investment manager to the Collateralized SPAC Fund and investment manager to a number of other private funds and a registered investment company, may be deemed to beneficially own the shares reported herein, of which 250,000 such Class A Shares are beneficially owned by the Collateralized SPAC Fund. The business address of each such entity and individual is 1370 Broadway, Suite 1450, New York, NY 10018.
(9)
Radcliffe Capital Management, L.P. (“
Radcliffe
”) is the investment advisor to Radclifee SPAC Master Fund, L.P (the “
Radcliffe SPAC Fund
”). Radcliffe, as the investment advisor to the Radcliffe SPAC Fund, may be deemed to beneficially own the shares reported herein. RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons of Radcliffe and Radcliffe SPAC GP, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons of the Radcliffe SPAC Fund and each of the aforementioned entities and individuals may be deemed to beneficially own the securities owned directly by Radcliffe SPAC Fund. The business address of each such entity and person is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.
As of the Record Date, Fulton AC, CBG, CB Co-Investment and our officers and directors beneficially owned 5,640,000 Class B Shares representing approximately 56.96% of the Company’s issued and outstanding Ordinary Shares and have the right to elect all of our directors prior to the completion of our initial Business Combination. Holders of our Public Shares will not have the right to elect any directors to our Board prior to the completion of our initial Business Combination. Because ownership block, our Initial Shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial Business Combination.
Fulton AC, CBG, CB Co-Investment and our officers and directors and our management team, have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B Shares and any Public Shares purchased by them in connection with the completion of a Business Combination. CBG and CB Co-Investment have also agreed to (i) vote to approve the Amendment Proposal and (ii) to irrevocably exercise such their right to convert all of their Class B Shares immediately upon such approval.
26
OTHER MATTERS TO BE PRESENTED AT THE GENERAL MEETING
The Company did not have notice of any matter to be presented for action at the General Meeting, except as discussed in this proxy statement. The persons authorized by the accompanying form of proxy will vote in their discretion as to any other matter that comes before the General Meeting.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS
Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any shareholder at a shared address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Shareholders may notify the Company of their requests by calling or writing Andrew Cohen or Roger Lazarus at the following:
Chain Bridge I
8 The Green # 17538 Dover, DE 19901 Attn: Andrew Cohen/Roger Lazarus (302) 597-7438
WHERE YOU CAN FIND MORE INFORMATION
The Company files its reports, proxy statements and other information electronically with the SEC. You may access information on the Company at the SEC website containing reports, proxy statements and other information at http://www.sec.gov.
You may obtain additional copies of this Proxy Statement and the Company’s 2022 Annual Report on Form 10-K, excluding exhibits, at no cost, and you may ask any questions you may have about the Amendment Proposal or Adjournment Proposal by contacting Andrew Cohen or Roger Lazarus at the following:
Chain Bridge I
8 The Green # 17538 Dover, DE 19901 Attn: Andrew Cohen/Roger Lazarus (302) 597-7438
In order to receive timely delivery of requested documents in advance of the General Meeting, you must make your request for information no later than February 5, 2024.
27
ANNEX A
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 shall be amended and restated by the Second Amended and Restated Memorandum and Articles of Association as follows:
SECOND AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CHAIN BRIDGE I
ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON 2024
A-1
COMPANIES ACT (AS REVISED)
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
CHAIN BRIDGE I
ADOPTED BY SPECIAL RESOLUTION ON 2024 | |||||||||||||||