--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-001751" form_type: "8-K" ticker: "CBRRF" cik: "0001845149" company_name: "Chain Bridge I" filed_at: "2024-01-05T23:59:59+00:00" generated_at: "2026-06-07T03:23:54.767857+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Chain Bridge I sells founder shares to Fulton AC, extends deadline to Nov 15, 2024, appoints new board and CEO ## Summary - Buyer acquired 3,035,000 Class B shares and warrants for 7,385,000 Class A shares in private placement. - Shareholder vote to extend business combination deadline from Feb 15, 2024 to Nov 15, 2024; existing sponsor shares to convert 1:1 into Class A. - Entire board (except CFO) resigned; new directors Andrew Cohen (CEO), Daniel Wainstein, Lewis Silberman, Paul Baron appointed. - Fulton AC provided up to $1.5M unsecured non-interest bearing convertible note for working capital. - RSU grants: 50,000 each to Silberman and Baron, 70,000 to CFO Lazarus; prior administrative services and CBG promissory note terminated. ## SEC filing metadata - accession: 0001104659-24-001751 - form_type: 8-K - ticker: CBRRF - cik: 0001845149 - company_name: Chain Bridge I - filed_at: 2024-01-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 1.02, 2.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/tm241879d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-001751 - JSON: https://secwatch.observer/filing/0001104659-24-001751.json - Plain text: https://secwatch.observer/filing/0001104659-24-001751.txt ## Key facts - Debt Financings Chain Bridge I incurred convertible notes of up to $1.5 million with Fulton AC I LLC at non-interest bearing maturing upon consummation of the Company's initial Business Combination. - Instrument: convertible notes - Principal: up to $1.5 million - Counterparty: Fulton AC I LLC - Rate: non-interest bearing - Maturity: upon consummation of the Company's initial Business Combination - Event: incurrence source text: On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant to an unsecured non-interest bearing convertible promissory note (the "Fulton AC Note") in the same form and on the same terms as the CBG Note. The Fulton AC Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. The Fulton AC Note will either be paid upon consummation of the Company's initial Business Combination, or, at the discretion Fulton AC, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Debt Financings Chain Bridge I amended loan of $1.15 million loan converted into Loan Conversion Warrants with CB Co-Investment LLC at not specified maturing not specified. - Instrument: loan - Principal: $1.15 million loan converted into Loan Conversion Warrants - Counterparty: CB Co-Investment LLC - Rate: not specified - Maturity: not specified - Event: amendment source text: As of the Closing Date, and in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement: (1) CB Co-Investment irrevocably agreed to convert the $1.15 million loan by CB Co-Investment to the Company into Loan Conversion Warrants (as contemplated and defined in that certain Warrant Agreement, dated November 9, 2021 by and between the Company our transfer agent (the "Warrant Agreement")). evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Executive change Andrew Cohen was appointed as director at Chain Bridge I. - Action: appointed - Role: director source text: Prior to resigning, the Board appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the vacancies on the Board created by such resignations and appointed Andrew Cohen as Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Executive change Daniel Wainstein was appointed as director at Chain Bridge I. - Action: appointed - Role: director source text: Prior to resigning, the Board appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the vacancies on the Board created by such resignations and appointed Andrew Cohen as Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Executive change Andrew Cohen was appointed as Chief Executive Officer at Chain Bridge I. - Action: appointed - Role: Chief Executive Officer source text: Prior to resigning, the Board appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the vacancies on the Board created by such resignations and appointed Andrew Cohen as Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Executive change Paul Baron was appointed as director at Chain Bridge I. - Action: appointed - Role: director source text: Prior to resigning, the Board appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the vacancies on the Board created by such resignations and appointed Andrew Cohen as Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Executive change Lewis Silberman was appointed as director at Chain Bridge I. - Action: appointed - Role: director source text: Prior to resigning, the Board appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the vacancies on the Board created by such resignations and appointed Andrew Cohen as Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Material Agreements Chain Bridge I entered into Fulton AC Note with Fulton AC I LLC valued at up to $1.5 million (effective 2023-12-29). - Action: entry - Counterparty: Fulton AC I LLC - Value: up to $1.5 million - Effective: 2023-12-29 source text: On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant to an unsecured non-interest bearing convertible promissory note (the “Fulton AC Note”) evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Material Agreements Chain Bridge I entered into Securities Purchase Agreement with Fulton AC I LLC (effective 2023-12-29). - Action: entry - Agreement: equity purchase - Counterparty: Fulton AC I LLC - Effective: 2023-12-29 source text: On December 29, 2023 (the “Closing Date”), Chain Bridge I (the “Company”), Chain Bridge Group (the “CBG”), CB Co-Investment LLC (“CB Co-Investment” and, together with the CBG, the “Sellers”) and Fulton AC I LLC (“Buyer”), consummated the transactions contemplated by that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated December 8, 2023, by and among the Company, the Sellers and the Buyer evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm - Material Agreements Chain Bridge I entered into Fulton Services Agreement with Fulton AC I LLC valued at up to $30,000 per month (effective 2023-12-29). - Action: entry - Counterparty: Fulton AC I LLC - Value: up to $30,000 per month - Effective: 2023-12-29 source text: Fulton AC also entered into a Services Agreement with the Company on December [29], 2023 (the “Fulton Services Agreement”) pursuant to which the Company will pay Fulton AC up to $30,000 per month for the cost of the use of the Company’s office space, administrative and support services. evidence_url: https://www.sec.gov/Archives/edgar/data/1845149/000110465924001751/0001104659-24-001751-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.