tm2424149-4_def14a - none

DEF 14A 1 tm2424149-4_def14a.htm DEF 14A tm2424149-4_def14a - none - 12.4844315s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to Section 240.14a-12

CHAIN BRIDGE I

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

CHAIN BRIDGE I

8 The Green # 17538
Dover, DE 19901

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON NOVEMBER 8, 2024

TO THE SHAREHOLDERS OF

Chain Bridge I:

You are cordially invited to attend the Extraordinary General Meeting (the “General Meeting”) of Chain Bridge I (the “Company,” “Chain Bridge,” “we,” “us” or “our”) to be held at 11:00 a.m. ET on November 8, 2024. The physical place of the meeting will be at the offices of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. Shareholders of the Company will also be able to attend the General Meeting virtually at the following website: https://www.cstproxy.com/chainbg/egm2024.

Even if you are planning on attending the General Meeting, please promptly submit your proxy vote online, or, by completing, dating, signing and returning the enclosed proxy card, so your shares will be represented at the General Meeting. Instructions on voting your shares are in the accompanying proxy materials. Even if you plan to attend the General Meeting, it is strongly recommended you complete and return your proxy card before the General Meeting date, to ensure that your shares will be represented at the General Meeting if you are unable to attend.

The accompanying proxy statement, which we refer to as the “Proxy Statement,” is dated October 10, 2024, and is first being mailed to shareholders of Chain Bridge on or about October 10, 2024. The sole purpose of the General Meeting is to consider and vote upon the following proposals:

The Amendment Proposal. A proposal to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association (the “Existing Charter”), to extend from November 15, 2024 (the “Existing Termination Date”) to November 15, 2025 (the “Extended Termination 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 (an “Initial 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. A proposal to approve the adjournment of the General Meeting to a later date or dates, if necessary, and to instruct the chairman of the same in accordance with Article 14.7 of the Existing Charter, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise (the “Adjournment Proposal”), only to be presented at the General Meeting if there are not sufficient votes to approve the Amendment Proposal.

The Proposed Business Combination

On July 22, 2024, the Company, CB Holdings, Inc., a Nevada corporation (“HoldCo”), CB Merger Sub 1, a Cayman Islands exempted company (“CBRG Merger Sub”), Phytanix Bio, a Nevada corporation (“Phytanix”), and CB Merger Sub 2, Inc., a Nevada corporation (“Phytanix Merger Sub”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). As used herein, “New Phytanix” refers to HoldCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement.

TABLE OF CONTENTS

The summary below of the terms and transactions contemplated in the Business Combination Agreement are qualified in their entirety by the description of such terms and transactions, including risk factors related thereto, described in the Company’s Registration Statement on Form S-4 (the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “SEC”). You are not being asked to vote on an Initial Business Combination at this time.

The Business Combination Agreement

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Phytanix. The Business Combination Agreement provides for, among other things, the consummation of the following transactions (the transactions contemplated by the Business Combination Agreement, collectively, the “Phytanix Business Combination”):

(i)

CBRG Merger Sub will merge with and into the Company (the “CBRG Merger”) and Phytanix Merger Sub will merge with and into Phytanix (the “Phytanix Merger” and, together with the CBRG Merger, the “Mergers”), with the Company and Phytanix surviving the Mergers and, after giving effect to such Mergers, each of the Company and Phytanix becoming a wholly owned subsidiary of HoldCo, on the terms and subject to the conditions in the Business Combination Agreement;

(ii)

(A) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Company (the “CBRG Class A Shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of HoldCo (the “HoldCo Shares”); and (B) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Company (the “CBRG Class B Shares” and together with the CBRG Class A Shares, the “CBRG Shares”), will be automatically cancelled, extinguished and converted into the right to receive one HoldCo Share;

(iii)

each outstanding warrant to purchase one CBRG Class A Share will be automatically exchanged for a warrant to purchase one HoldCo Share; and

(iv)

(A) each warrant of Phytanix to purchase Phytanix common stock, par value $0.000000001 per share (other than those warrants to purchase Phytanix common stock issued in connection with its June 2024 financing (the “Financing Common Warrants”)) will be exchanged for a warrant to purchase HoldCo Shares; (B) each warrant of Phytanix to purchase Phytanix preferred stock (other than those warrants to purchase Phytanix preferred stock issued in connection with its June 2024 financing (the “Financing Preferred Warrants”) will be exchanged for a warrant to purchase HoldCo preferred stock; (C) all promissory notes of Phytanix issued in connection with its June 2024 financing will be exchanged for HoldCo Series A convertible preferred stock (“Holdco Preferred Stock”), and any remaining issued and outstanding promissory notes of Phytanix will be automatically and fully cancelled; (D) each share of Phytanix Series A preferred stock, par value $0.000000001 per share, that is issued and outstanding will be automatically converted into shares of HoldCo Preferred Stock; (E) all issued and outstanding shares of Phytanix common stock (other than treasury shares and shares with respect to which appraisal rights are properly exercised and not withdrawn), will be automatically cancelled, extinguished and converted into the right to receive HoldCo Shares based on the Exchange Ratio (as defined in the Business Combination Agreement); and (F) each Financing Common Warrant will be converted into a warrant exercisable into Holdco Shares based on the Exchange Ratio, and each Financing Preferred Warrant will be converted into a warrant exercisable into a number of shares of Holdco Preferred Stock based on the Exchange Ratio.

Prior to the closing of the Phytanix Business Combination (the “Closing”), (A) HoldCo will file with the Secretary of State of the State of Nevada an amended and restated certificate of incorporation of HoldCo, and (B) the board of directors of HoldCo will approve and adopt amended and restated bylaws of HoldCo, each in a form to be mutually agreed between the Company and Phytanix. Following the Phytanix Business Combination, HoldCo will change its name to “Phytanix, Inc.” and will be a publicly listed holding company which is expected to be listed on the Nasdaq Capital Market under the ticker symbol “PHYX.”

TABLE OF CONTENTS

The Phytanix Business Combination is expected to close in the first quarter of 2025, following the receipt of the required approval by the Company’s and Phytanix’s shareholders and the fulfillment of other customary closing conditions.

Consideration

Under the terms of the Business Combination Agreement, the aggregate consideration to be paid in the Phytanix Business Combination is derived from an equity value of $58 million. In addition, HoldCo will issue 17,000 shares of HoldCo Preferred Stock and issue additional shares of HoldCo Preferred Stock in exchange for certain short term debt obligations of Phytanix.

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. HoldCo has agreed to take all action as may be necessary or appropriate such that, immediately after the Closing, HoldCo’s board of directors will consist of up to seven directors, which shall be divided into three classes and be comprised of seven individuals determined by the Company, Fulton AC I LLC (the “CBRG Sponsor”) and Phytanix prior to the effectiveness of the registration statement on Form S-4 (the “Registration Statement”), two of which directors shall be designated by Phytanix, in consultation with the Company and the CBRG Sponsor, two of which directors shall be designated by the CBRG Sponsor, in consultation with Phytanix, and three of which directors shall be mutually agreed upon by the CBRG Sponsor and Phytanix. In addition, the board of directors of HoldCo will adopt an equity incentive plan and an employee stock purchase plan prior to the closing of the Phytanix Business Combination.

Conditions to Each Party’s Obligations

The obligation of the Company, HoldCo, CBRG Merger Sub, Phytanix Merger Sub and Phytanix to consummate the Phytanix Business Combination is subject to certain customary closing conditions, including, but not limited to, (i) the absence of any order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction prohibiting or preventing the consummation of the transactions contemplated by the Business Combination Agreement, (ii) the effectiveness of the Registration Statement to be filed by HoldCo, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), registering certain shares of HoldCo to be issued in the Phytanix Business Combination, (iii) the required approval of Phytanix’s stockholders, (iv) the required approval of the Company’s shareholders, (v) HoldCo having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after giving effect to the transactions contemplated by the Business Combination Agreement (provided such limitation has not been validly removed from the Existing Charter, as amended, prior to the Closing Date), (vi) the approval by Nasdaq of HoldCo’s initial listing application in connection with the Phytanix Business Combination, (vii) entry into employment agreements with certain key Company executives, (viii) formation of a capital markets and financing advisory committee made up of certain directors of CBRG, (ix) assumption or cancellation of certain existing Company and Phytanix notes, and (x) entry into an agreement providing for a $100 million equity line of credit with Keystone Capital Partners, LLC or its affiliates.

Termination

TABLE OF CONTENTS

agreement set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either the Company or Phytanix if the required approvals are not obtained from Company shareholders after the conclusion of a meeting of the Company’s shareholders held for such purpose at which such shareholders voted on such approvals, (v) by either the Company or Phytanix, if any governmental entity of competent jurisdiction shall have issued an order permanently enjoining, restraining or otherwise prohibiting the transactions contemplated under the Business Combination Agreement and such order shall have become final and nonappealable, (vi) by the Company if Phytanix does not deliver, or cause to be delivered to the Company the written consent of the requisite shareholders of Phytanix adopting and approving the Phytanix Business Combination and such failure is not cured within specified time periods, and (vii) by either the Company or Phytanix if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to the last deadline for the Company to consummate its Initial Business Combination pursuant to the Existing Charter, as amended.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of a willful and material breach or fraud and for customary obligations that survive the termination thereof (such as confidentiality obligations).

CBRG Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Company and the CBRG Sponsor, entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) the CBRG Sponsor agreed to vote its Class B ordinary shares of the Company (the “Class B Ordinary Shares”) in favor of each of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) the CBRG Sponsor agreed to waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B Ordinary Shares (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), and (iii) the CBRG Sponsor agreed to be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the Closing.

Phytanix Stockholder Transaction Support Agreements

Pursuant to the Business Combination Agreement, certain stockholders of Phytanix entered into transaction support agreements (collectively, the “Phytanix Transaction Support Agreements”) with CBRG and Phytanix, pursuant to which such stockholders of Phytanix agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain covenants and agreements related to the Phytanix Business Combination.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, HoldCo, the CBRG Sponsor, and certain Phytanix stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the CBRG Sponsor, and certain Phytanix stockholders will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of HoldCo beneficially owned or owned of record by the CBRG Sponsor, certain officers and directors of the Company and HoldCo (including any shares of HoldCo issued pursuant to the Business Combination Agreement) will be subject to a lock-up period beginning on the date the Closing occurs (the “Closing Date”) until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date if a lock-up party is an independent director) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of HoldCo Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.

TABLE OF CONTENTS

Purpose of the Proposals

The purpose of the Amendment Proposal is to allow the Company additional time to complete its Initial Business Combination.

The Adjournment Proposal, if adopted, will allow the Board to adjourn the General Meeting to a later date or dates in accordance with Article 14.7 of the Existing Charter to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Amendment Proposal.

Each of the Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Whether or not you plan to attend the General Meeting, we urge you to read this material carefully and vote your shares.

You are not being asked to vote on an Initial Business Combination, including the Phytanix Business Combination, at this time. If the Amendment Proposal is approved, provided that you are a shareholder on the record date for a meeting to consider an Initial Business Combination, including the Phytanix Business Combination, you will retain the right to vote on the Initial Business Combination when it is submitted to shareholders and the right to redeem all or a portion of your public shares for cash in the event the Initial Business Combination is approved and completed, or if we have not consummated an Initial Business Combination by the deadline.

After careful consideration of all relevant factors, the Company’s Board of Directors recommends that you vote or give instructions to vote (i) “FOR” the Amendment Proposal; and (ii) “FOR” the Adjournment Proposal.

Your vote is important. It is important that your shares be represented at the General Meeting. Please vote as soon as possible by returning your proxy card or voting online at https://www.cstproxy.com/chainbg/egm2024 by entering the control information found on your proxy card. If you hold your shares in an account at a broker, bank or other nominee, follow the instructions provided by your nominee to vote your shares. If you do vote your shares by returning your proxy card or voting online, you will be able to vote at the General Meeting by entering the control information found on your proxy card when you enter the virtual meeting at: https://www.cstproxy.com/chainbg/egm2024 or completing a ballot at the physical meeting.

I look forward to seeing you at the meeting. By Order of the Board of Directors,

/s/ Daniel Wainstein

Daniel Wainstein
Chairperson of the Board of Directors

October 10, 2024

TABLE OF CONTENTS

CHAIN BRIDGE I

8 The Green # 17538
Dover, DE 19901

PROXY STATEMENT

The Extraordinary General Meeting (the “General Meeting”) of the shareholders of Chain Bridge I, a Cayman Islands exempted company (the “Company,” “Chain Bridge,” “we,” “us” or “our”), will be held at 11:00 a.m. ET on November 8, 2024.

For the purposes of the Company’s Existing Charter, the physical place of the meeting will be at the offices of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. You will be able to attend, vote your shares, and submit questions during the General Meeting at the physical location or via a live webcast available at https://www.cstproxy.com/chainbg/egm2024. If you plan to attend the virtual online General Meeting, you will need your control number to vote electronically at the General Meeting.

The General Meeting will be held for the purpose of considering and voting upon the following proposals:

On November 15, 2021, the Company consummated its IPO of 23,000,000 units, including 3,000,000 additional units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Chain Bridge Group (“CBG”) and CB Co-Investment LLC (“CB Co-Investment”) of 10,550,000 warrants (the “Private Warrants”), generating gross proceeds of $10,550,000. Among the Private Warrants, 8,775,000 Private Warrants were purchased by CBG and 1,775,000 Private Warrants were purchased by CB Co-Investment. As of November 15, 2021, a total of $234.6 million of the net proceeds from the IPO and the Private Placement were deposited in a trust account (the “Trust Account”) established for the benefit of the persons holding Public Shares, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the assets held in the Trust Account.

TABLE OF CONTENTS

Our Existing Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares if there is no qualifying Initial Business Combination(s) consummated on or before November 15, 2024. If the Amendment Proposal is approved, the Company would have until November 15, 2025 to consummate an Initial Business Combination, which is a total of up to 48 months from the consummation of the Company’s IPO.

On May 10, 2023, the Company, CBG, and CB Co-Investment entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for each such third party or third parties agreeing not to redeem 400,000 ordinary shares of the Company sold in its IPO (the “Non-Redeemed Shares”) at an extraordinary general meeting of its shareholders to be held on May 12, 2023 (the “Special Meeting”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, CBG and CB Co-Investment, as applicable, have agreed to transfer, to each such third party purchaser(s) 100,000 ordinary shares of the Company held by CBG or CB Co-Investment, as applicable, plus up to an additional 50,000 ordinary shares of the Company held by the Sponsor or CB Co-Investment, as applicable, with such number of additional ordinary shares of the Company to be determined based upon the date of the consummation of the Company’s Initial Business Combination. Such transfer of ordinary shares of the Company shall be effected immediately following the consummation of the Company’s Initial Business Combination if such third party or third parties continue to hold the Non-Redeemed Shares through the Special Meeting. In connection with such shareholder vote, the holders of an aggregate of 18,848,866 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $197,854,025 in cash held in the Trust Account.

At an extraordinary general meeting of its shareholders held on February 7, 2024 (the “February 2024 Extraordinary Meeting”), the shareholders of the Company approved the Existing Charter, which (i) extended the date to consummate an Initial Business Combination from February 15, 2024 to November 15, 2024, (ii) provided for the right of the holders of our Class B Shares to convert such shares into Class A Shares, on a one-to-one basis at the election of such holders, which Class A Shares issued upon conversion of our Class B Shares are not entitled to receive funds from the trust account through redemptions or otherwise; and (iii) removed a statement that there are no limits on the number of ordinary shares which may be issued by the Company and clarified that the Company may, but is not required, to issue certificates to evidence ownership of ordinary shares. In connection with such shareholder vote, the holders of an aggregate of 3,144,451 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $34.5 million in cash held in the trust account. Effective upon our adoption of the Existing Charter, CBG and CB Co-Investment converted 1,983,335 and 575,665 Class B Shares, respectively, into Class A Shares (the “Converted Shares”), on a one-for-one basis. The Converted Shares are not entitled to receive funds from the trust account through redemptions or otherwise.

In connection with the February 2024 Extraordinary Meeting, the CBRG Sponsor agreed to contribute to the Company (i) an aggregate of $22,500 plus (ii) $5,000 per month on the 16th of each calendar month, commencing on May 16, 2024, until the earliest to occur of November 15, 2024, the consummation of an Initial Business Combination or the winding up of the Company (collectively, the “February Meeting Contribution”), which amount will be deposited into the trust account. Accordingly, the amount deposited per share depended on length of time until the consummation of an Initial Business Combination or winding up of the Company. The Company deposited the initial February Meeting Contribution amount of $22,500 into the trust account following the February 2024 Extraordinary Meeting. Each additional $5,000 monthly February Meeting Contribution has or will be deposited in the trust account within seven calendar days from the 16th day of such calendar month. Our Board has the sole discretion whether to wind up the Company and if our Board determines to wind up the Company, the CBRG Sponsor or its designees will not make any additional Contributions following such determination.

After the redemptions and conversions discussed above, 3,565,713 shares of Class A Ordinary Shares were outstanding, including Class A Ordinary Shares included in our units, and 3,191,000 shares of Class B Ordinary Shares were outstanding.

All holders of the Company’s Public Shares, other than holders of the Converted Shares, whether they vote for or against the Amendment Proposal or do not vote at all, will be permitted to redeem all or a portion of their Public Shares into their pro rata portion of the Trust Account, provided that the Amendment Proposal is approved (the “Redemption”). Holders of Public Shares do not need to be a holder of record on

TABLE OF CONTENTS

the Record Date in order to exercise redemption rights. If approved, we will not file the Amendment Proposal if we do not have at least $5,000,001 of net tangible assets following approval of the Amendment Proposal, after taking into account the amount of the Redemption.

The per-share pro rata portion of the Trust Account on the Record Date after taking into account taxes owed but not paid by such date and less up to $100,000 of interest to pay dissolution expenses (which is expected to be the same approximate amount two business days prior to the General Meeting) was approximately $11.33 per Public Share that is not a Conversion Share. The closing price of the Company’s Ordinary Shares on the Record Date was $11.42. The Company cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

The Company cannot predict the amount that will remain in the Trust Account following the Redemption if the Amendment Proposal is approved, and the amount remaining in the Trust Account, may be only a small fraction of the approximately $11,513,432 million that was in the Trust Account as of the Record Date.

Additionally, if the Amendment Proposal is approved and implemented, the CBRG Sponsor has agreed to contribute to the Company $0.01 per Public Share, other than Converted Shares, that remains outstanding and is not redeemed in connection with the Amendment Proposal on the 16th of each calendar month, commencing on November 16, 2024, until the earliest to occur of the Extended Termination Date, the consummation of an Initial Business Combination or the winding up of the Company (collectively, the “November Meeting Contribution”), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares, other than Converted Shares, that remain outstanding after the Redemption and length of time until the consummation of an Initial Business Combination or winding up of the Company. For example, if we complete an Initial Business Combination on May 15, 2025, which would represent six (6) calendar months, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Amendment Proposal, then the aggregate maximum contribution to the Trust Account will be approximately $60,401. However, if 100,000 Public Shares, other than Converted Shares, are redeemed and the remainder of our Public Shares remain outstanding after the Redemption, then the aggregate maximum contribution to the Trust Account will be approximately $54,401.

Assuming the Amendment Proposal is approved, the initial November Meeting Contribution amount will be deposited into the Trust Account promptly following the Existing Termination Date. Each additional monthly November Meeting Contribution will be deposited in the Trust Account within seven calendar days from the 16th day of such calendar month. The November Meeting Contributions are conditioned upon the implementation of the Amendment Proposal. The November Meeting Contributions will not be made if the Amendment Proposal Extension is not approved or completed. If the CBRG Sponsor or its designees advises us that it does not intend to make the November Meeting Contributions, then the proposals will not be put before the shareholders at the General Meeting and we will wind up, liquidate and dissolve in accordance with the Existing Charter. Our Board will have the sole discretion whether to wind up the Company following November 15, 2024 and if our Board determines to wind up the Company, the CBRG Sponsor or its designees will not make any additional Contributions following such determination.

This proxy statement is dated October 10, 2024 and, together with the proxy card,
is first being mailed to shareholders on or about that date.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE GENERAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should carefully read the entire document, including the annexes to this proxy statement.

Why am I receiving these materials?

This proxy statement and the accompanying proxy card are furnished in connection with the solicitation of proxies by our board of directors for use at the General Meeting.

Your vote is important. Please sign, date and return the proxy card delivered to you with this proxy statement in the postage paid envelope provided or vote online at https://www.cstproxy.com/chainbg/egm2024 by entering the control information found on your proxy card, even if you plan to attend the General Meeting. If you hold your shares in an account at a broker, bank or other nominee, follow the instructions provided by your nominee to vote your shares. Voting your shares by proxy ensures that if you are unable to attend the General Meeting, your shares will be voted at the General Meeting. Voting now will not limit your right to change your vote or to attend the General Meeting.

What is being voted on?

You are being asked to consider and vote to approve:

•

the Amendment Proposal extending the Existing Termination Date; and

•

the Adjournment Proposal to adjourn the General Meeting under certain circumstances.

Why is the Company proposing the Amendment Proposal?

Extension of the Deadline: As more fully described in “Background” beginning on Page 20, the Company recently entered into a Business Combination Agreement to consummate certain transactions (the “Phytanix Business Combination”) completing the Company’s purpose of consummating an Initial Business Combination. The Company believes that given its past expenditure of time, effort, and money searching for and entering into agreements to consummate an Initial Business Combination, the holders of Public Shares of the Company should be given an opportunity to consider and vote on an Initial Business Combination. We intend to file as soon as possible a registration statement on Form S-4 (the “Registration Statement”), to give the Public Holders the opportunity to consider and vote on the Phytanix Business Combination (as described under “Background” on Page 20, but do not believe that we will have sufficient time to consummate the Phytanix Business Combination prior to the Existing Termination Date, November 15, 2024. Therefore, we are seeking approval of the Amendment Proposal to extend the deadline to November 15, 2025. The Board of Directors of the Company (the “Board”) believes the Company’s shareholders will benefit from the Company consummating an Initial Business Combination and is proposing the Amendment Proposal to extend the date by which the Company has to complete the Initial Business Combination to allow you as a shareholder the benefit of voting for the Initial Business Combination and remaining a shareholder in the post Initial-Business Combination company, if you desire.

YOU ARE NOT BEING ASKED TO VOTE ON AN INITIAL BUSINESS COMBINATION AT THIS TIME. IF THE AMENDMENT PROPOSAL IS APPROVED AND THE EXTENDED TERMINATION DATE BECOMES EFFECTIVE AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON THE BUSINESS COMBINATION WHEN IT IS SUBMITTED TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT AN INITIAL BUSINESS COMBINATION IS APPROVED AND COMPLETED OR THE COMPANY HAS NOT CONSUMMATED AN INITIAL BUSINESS COMBINATION BY THE EXTENDED TERMINATION DATE (November 15, 2025).

May I redeem my Public Shares in connection with the vote on the Amendment Proposal?

Yes. Under our Existing Charter, the submission of a matter to amend our Existing Charter entitles the holders of Public Shares to redeem their shares for their pro rata portion of the funds held in the

TABLE OF CONTENTS

Trust Account. Holders of Public Shares do not need to vote against the Amendment Proposal or be a holder of record on the Record Date to exercise their redemption rights.

If the Amendment Proposal is approved, with respect to holders’ right to redeem, the Company will remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the Trust Account relating to any Public Shares redeemed by holders in connection with the Amendment Proposal, if any, and (ii) deliver to the holders of such redeemed Public Shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete an Initial Business Combination on or before the Extended Termination Date. Holders of Public Shares, other than Converted Shares, who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on an Initial Business Combination.

Why is the Company proposing the Adjournment Proposal?

The Adjournment Proposal, if adopted, will allow the Board to adjourn the General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Amendment Proposal.

How do the Company’s executive officers, directors and affiliates intend to vote their shares?

Pursuant to that certain letter agreement, dated November 9, 2021, by and among the Company, CBG, CB Co-Investment and certain individuals, as amended December 29, 2023 (the “Letter Agreement”), the CBRG Sponsor, CBG, CB Co-Investment and certain individuals are required to vote any Ordinary Shares over which they have voting control (including any Public Shares owned by them) in favor of any proposals recommended by the Board in connection with an Initial Business Combination. Accordingly, the CBRG Sponsor, CBG, CB Co-Investment and certain of our current and former directors and officers will vote in favor of the Amendment Proposal and the Adjournment Proposal.

The CBRG Sponsor, CBG, CB Co-Investment, the Company’s directors and executive officers, and certain other individuals are not entitled to redeem such shares in connection with the Amendment Proposal. On the Record Date, they held an aggregate of 3,106,000 Class B Shares and 2,559,000 Class A Shares, representing in the aggregate approximately 83.84% of the Company’s issued and outstanding Ordinary Shares. The CBRG Sponsor, and the Company’s directors and executive officers beneficially owned no Public Shares as of the Record Date, but may choose to purchase Public Shares in the open market and/or through negotiated private transactions after the date of this proxy statement. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Amendment Proposal and/or elected to redeem their shares. Any Public Shares so purchased will be voted in favor of the Amendment Proposal.

What vote is required to adopt the proposals?

Amendment Proposal. The Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, by the affirmative vote of the holders of at least two-thirds of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the General Meeting, vote at the General Meeting.

Adjournment Proposal. The Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, by the affirmative vote of the holders of a majority of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the General Meeting, vote at the General Meeting.

What if I do not want to approve the Amendment Proposal or the Adjournment Proposal?

If you do not want to approve the Amendment Proposal or the Adjournment Proposal, you must vote against each proposal.

TABLE OF CONTENTS

Will you seek any further extensions to liquidate the Trust Account?

Other than the extension until the Extended Termination Date, as of the date of this Proxy Statement, we do not anticipate seeking any further extension to consummate an Initial Business Combination, although we may determine to do so in the future, if necessary.

What happens if the Amendment Proposal is not approved?

If the Amendment Proposal is not approved at the General Meeting, and we are unable to consummate an Initial Business Combination prior to or on November 15, 2024, it will trigger our automatic winding up, liquidation and dissolution pursuant to the terms of our Existing Charter. As a result, we will undergo a liquidation procedure under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”). No vote would be required from our shareholders to commence such winding up, liquidation and dissolution under the terms of our Existing Charter.

Our holders of shares as of immediately prior to our IPO, including CBG, CB Co-Investment, our executive officers and directors at the time, certain other individuals, and the CBRG Sponsor, have agreed to waive their rights to participate in any liquidation of our Trust Account or other assets with respect to 3,106,000 Class B Shares and 2,559,000 Class A Shares held by them (“Insider Shares” or “insider shares”). Additionally, there will be no distribution from the Trust Account with respect to our Private Warrants, which will expire worthless. At the time of winding up, liquidation and dissolution, the Private Warrants will expire and the CBRG Sponsor, CBG and CB Co-Investment will receive nothing upon a liquidation with respect to such Private Warrants, and the Private Warrants will be worthless.

The amount in the Trust Account (less the aggregate nominal par value of the shares of our holders of Public Shares) under the Companies Act will be treated as a share premium which is distributable under the Companies Act, provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the Trust Account, we anticipate that we would distribute to our holders of Public Shares the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our holders of Public Shares with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the Trust Account or that a court would conclude that such agreements are legally enforceable.

If the Amendment Proposal is approved, what happens next?

If the Amendment Proposal is approved, the Company will continue to attempt to consummate the Phytanix Business Combination until the Extended Termination Date or the earlier date on which the Business Combination Agreement is terminated in accordance with its terms and the Board determines it does not wish to seek an additional extension to attempt to identify and consummate another business combination opportunity.

If the Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account, if any, will reduce the amount remaining in the Trust Account and increase the percentage interest of Company shares held by the Company’s officers, directors and affiliates.

The Company cannot predict the amount that will remain in the Trust Account following the Redemption if the Amendment Proposal is approved, and the amount remaining in the Trust Account,

TABLE OF CONTENTS

may be only a small fraction of the approximately $11,513,432 million that was in the Trust Account as of the Record Date.

Additionally, if the Amendment Proposal is approved and implemented, the CBRG Sponsor has agreed to make certain Contributions to the Company as further discussed below under “Proposal No. 1” beginning Page 27, which amounts will be deposited into the Trust Account be deposited into the Trust Account beginning promptly after the Existing Termination Date with additional monthly Contributions deposited in the Trust Account within seven calendar days from the 16th day of such calendar month beginning on November 16, 2024 until the earlier to occur of the Extended Termination Date, the consummation of an Initial Business Combination or the determination by the Board to wind up the Company.

Would I still be able to exercise my redemption rights in the future if I vote against any subsequently proposed Initial Business Combination?

Unless you elect to redeem your shares in connection with this shareholder vote to approve the Amendment Proposal, you will be able to vote on the Initial Business Combination when it is submitted to shareholders. We intend to file as soon as possible the Registration Statement, to give the Public Holders the opportunity to consider and vote on the Phytanix Business Combination. If you disagree with the Phytanix Business Combination, or any other Initial Business Combination submitted to shareholders, you will retain your right to vote against it and/or redeem your Public Shares, other than Converted Shares, upon consummation of the Initial Business Combination if approved by shareholders, subject to any limitations set forth in the Existing Charter, as amended.

If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. The Company believes that the Amendment Proposal and the Adjournment Proposal will be considered non-discretionary and therefore your broker, bank or other holder of record holding your shares for you cannot vote your shares without your instruction on any of the proposals presented. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner. As we do not believe that either of the Proposals is discretionary, if you do not provide voting instructions to your broker, bank or other holder of record, there will be no Proposals on which your shares may be voted. Accordingly, there may be no broker non-votes and your shares may not be counted for purposes of a quorum.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.

What will happen if I abstain from voting or fail to vote at the General Meeting?

At the General Meeting, the Company will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have no effect on the outcome of the vote on any of the proposals.

If a shareholder who holds shares in “street name” does not give the broker voting instructions, the broker is not permitted under applicable self-regulatory organization rules to vote the shares on “non-routine” proposals, such as the Amendment Proposal. These “broker non-votes” will also count

TABLE OF CONTENTS

as present for purposes of determining whether a quorum is present and will have no effect on the outcome of the vote on either of the Proposals. However, as we do not believe that either of the Proposals is discretionary, if you do not provide voting instructions to your broker, bank or other holder of record, there will be no Proposals on which your shares may be voted. Accordingly, there may be no broker non- votes and your shares may not be counted for purposes of a quorum.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by the Company without an indication of how the shareholder intends to vote on a proposal will be voted as recommended by the Board.

If I am not going to attend the General Meeting, should I return my proxy card instead?

Yes. Whether you plan to attend the General Meeting virtually or not, please read the proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided or voting online at https://www.cstproxy.com/chainbg/egm2024 by entering the control information found on your proxy card. Your physical proxy card must be received prior to the meeting to be counted. Your internet vote must be received by 11:59 p.m., Eastern Time on November 7, 2024 to be counted.

May I change my vote after I have mailed my signed proxy card or voted online?

Yes. You may change your vote at any time before your proxy is voted at the General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by voting again via the internet, by changing your vote at the General Meeting prior to your proxy being counted or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the General Meeting. If you hold your Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004 Phone: 917.262.2373
Email: proxy@continentalstock.com

Unless revoked, a proxy will be voted at the General Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies which have been signed and returned will be voted FOR each of the Proposals.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/ prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

What is a quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. Holders of one third of the issued and outstanding Ordinary Shares entitled to vote at the General Meeting, present in person (including virtually) or represented by proxy, constitute a quorum. In the absence of a quorum, the General Meeting will either stand adjourned to the same day/time/place in the following week or will be adjourned to such other day/time/place as the Board decides. As of the Record Date for the General Meeting, 2,252,228 Ordinary Shares, in the aggregate, would be required to achieve a quorum.

TABLE OF CONTENTS

Who can vote at the General Meeting?

Only holders of record of the Company’s Ordinary Shares at the close of business on October 3, 2024 are entitled to have their vote counted at the General Meeting and any adjournments or postponements thereof. For the purposes of this Proxy Statement “holders of record” means the persons entered in the register of members of the Company as the holders of the relevant shares. On the Record Date, there were 6,756,683 outstanding Ordinary Shares of the Company.

Shareholder of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person (including virtually) at the General Meeting or vote by proxy. Whether or not you plan to attend the General Meeting virtually, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the General Meeting unless you request and obtain a valid proxy from your broker or other agent.

Does the Board recommend voting for the Amendment Proposal and the Adjournment Proposal?

Yes. The Board recommends that the Company’s shareholders vote “FOR” the Amendment Proposal and “FOR” the Adjournment Proposal.

What interests do the Company’s directors and officers have in the approval of the Amendment Proposal?

The Company’s directors, officers and their affiliates have interests in the Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, but are not limited to, beneficial ownership of Insider Shares and Private Warrants that will become worthless if the Amendment Proposal is not approved and we are unable to consummate an initial business combination prior to or on November 15, 2024. See the section entitled “Interests of the CBRG Sponsor, CBG, CB Co-Investment and our Directors and Officers” on Page 26.

What if I object to the Amendment Proposal? Do I have appraisal or dissenters’ rights?

Company’s shareholders do not have appraisal rights in connection with the Amendment Proposal. As a matter of Cayman Islands law, dissenters’ rights are only applicable in a statutory merger involving the Company, which is not the case with the Amendment Proposal.

How do I redeem my Ordinary Shares of the Company?

In connection with the General Meeting and the vote on the Amendment Proposal, each holder of Public Shares may seek to redeem their shares for their pro rata portion of the funds held in the Trust Account, less any taxes we anticipate will be owed on such funds but have not yet been paid. Holders of Public Shares do not need to vote on the Amendment Proposal or be a holder of record on the Record Date to exercise redemption rights.

To demand redemption, if you hold physical certificates for Ordinary Shares, you must physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, NY 10004, Phone: 917.262.2373, Email: proxy@continentalstock.com, no later than two business days prior to the General Meeting. If you hold your Ordinary Shares in “street name” through a bank, broker or other nominee, you must tender or deliver your shares (and share certificates (if any)

TABLE OF CONTENTS

and other redemption forms) to Continental Stock Transfer & Trust Company electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System two business days prior to the General Meeting to demand redemption. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Amendment Proposal.

Who will solicit and pay the cost of soliciting proxies?

Certain directors, officers and employees, who will not receive any additional compensation for such activities, may solicit proxies by personal interview, mail, telephone or electronic communication. They will not be paid any additional amounts for soliciting proxies. The Company will pay the cost of soliciting proxies for the General Meeting. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners.

Who can help answer my questions?

If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact Andrew Cohen or Andrew Kucharchuk at:

Chain Bridge I
8 The Green # 17538
Dover, DE 19901
Phone: (302) 597-7438

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

TABLE OF CONTENTS

RISK FACTORS

In addition to the below risk factors, you should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

We cannot assure you that the extension of the Termination Date will enable us to complete an initial business combination.

Approving the Amendment Proposal involves a number of risks. Even if the Amendment Proposal is approved, we cannot assure you that the Phytanix Business Combination, or a different Initial Business Combination, will be consummated prior to the Extended Termination Date. Our ability to consummate an Initial Business Combination is dependent on a variety of factors, many of which are beyond our control. We intend to file as soon as possible the Registration Statement, to give the Public Holders the opportunity to consider and vote on the Phytanix Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with the shareholder vote to approve the Initial Business Combination. Even if the Amendment Proposal and the Phytanix Business Combination or another Initial Business Combination are approved by our shareholders, it is possible that redemptions will impact our ability to list the combined company securities on a national exchange or leave us with insufficient cash to consummate an Initial Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and the Initial Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

Nasdaq may delist our Class A Shares and Units from its exchange prior to the closing of our Initial Business Combination, which could limit investors’ ability to make transactions in our Class A Shares and Units and subject us to additional trading restrictions.

If the Amendment Proposal passes and we have not completed a an Initial Business Combination by November 9, 2024, we will be in violation of Nasdaq listing standards.

Section IM-5101-2(b) of the Nasdaq Listing Rules (the “Business Combination Deadline Rule”) requires that any special purpose acquisition company, such as the Company, must within 36 months of the effectiveness of its registration statement for its IPO (the “IPO Registration Statement”), or such shorter period that the Company specifies in its registration statement, must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the deposit account (excluding any deferred underwriters fees and taxes payable on the income earned on the deposit account) at the time of the agreement to enter into the initial combination. The date that is 36 months following the effectiveness of our IPO Registration Statement is November 9, 2024. If the Amendment Proposal is approved, the Termination Date will extend until November 15, 2024.

A violation of the Business Combination Deadline Rule will likely result in the suspension or delisting of our securities from Nasdaq. If Nasdaq suspends or delists the Company’s Class A Shares and Units from trading on its exchange and the Company is not able to list such securities on another approved national securities exchange, we expect that such securities could be quoted on an over-the-counter market during the extension period. If this were to occur, we could face significant material adverse consequences, including: (i) a limited availability of market quotations for the Class A Shares and Units; (ii) reduced liquidity for the Class A Shares and Units; (iii) a determination that the Class A Shares and Units are “penny stocks” which will require brokers trading in such securities to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for the securities; (iv) a decreased ability to issue additional

TABLE OF CONTENTS

securities or obtain additional financing in the future; and (v) a less attractive acquisition vehicle to a target business in connection with an initial business combination should the Phytanix Business Combination not be consummated.

We do not expect such a delisting to impact our ability to consummate the Phtytanix Business Combination. Regardless of where our securities are traded, New Phytanix will apply to list its securities on Nasdaq Capital Markets upon consummation of the Phytanix Business Combination. However, if the Phytanix Business Combination is not consummated, such a suspension or delisting will have a material adverse impact on our ability to locate another target for an Initial Business Combination, and would likely cause us to enter liquidation. If we are required to liquidate, our shareholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If New Phytanix’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities. If we are deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. Our IPO Registration Statement became effective on November 9, 2021 and have operated as a special purpose acquisition company searching for a partner business with which to consummate our Initial Business Combination since such time. We have not completed an Initial Business Combination, and it is possible that a claim could be made that we have been operating as an unregistered investment company. This risk may be increased if we continue to hold the funds in the Trust Account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an Initial Business Combination and instead to liquidate. If we are required to liquidate, our shareholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

If we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

TABLE OF CONTENTS

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of an initial business combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company. As of the date of this proxy statement, we have not yet made any such determination to liquidate the securities held in the Trust Account.

If we liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash, the cash balances of the Trust Account’s bank accounts may exceed the FDIC insurance limitations.

If we liquidate the securities held in the Trust Account, the cash balances of one or more of the Trust Account’s bank accounts may exceed of the Federal Deposit Insurance Corporation insurance limit of $250,000. In the event of a failure at a commercial bank where the Trust Account maintains such cash, the Trust Account may incur a loss to the extent such loss exceeds the insurance limitation, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases. The cautionary language discussed in this proxy statement provides examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution of the funds from the Trust Account and the Company’s ability to finance and consummate a business combination following the distribution of funds from the Trust Account.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement and to consider the risks, uncertainties and events discussed in this proxy statement, in addition to the risk factors set forth in our other filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 29, 2024, and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024, filed with the SEC on May 14, 2024 and August 16, 2024, respectively. The documents we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “Where You Can Find More Information” for additional information about our filings.

All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

TABLE OF CONTENTS

BACKGROUND

The Company

The Company is a blank check company incorporated on January 21, 2021 as a Cayman Islands exempted company. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses, which we refer to as the “Initial Business Combination”. Our Business Combination and value creation strategy is to identify and complete our initial Business Combination with a growth-oriented, market-leading company in an industry that complements the collective investment experience and expertise of our management team, and to build long-term shareholder value.

The IPO and Trust Account

On November 15, 2021, the Company consummated its IPO of 23,000,000 units, including 3,000,000 additional units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with CBG and CB Co-Investment of 10,550,000 warrants (the “Private Warrants”), generating gross proceeds of $10,550,000. Among the Private Warrants, 8,775,000 Private Warrants were purchased by CBG and 1,775,000 Private Warrants were purchased by CB Co-Investment. As of November 15, 2021, a total of $234.6 million of the net proceeds from the IPO and the Private Placement were deposited in a trust account (the “Trust Account”) established for the benefit of the persons holding Public Shares, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account.

Our Existing Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares if there is no qualifying Business Combination(s) consummated on or before February 15, 2024. If the Amendment Proposal is approved, the Company would have until November 15, 2024 to consummate an initial Business Combination, which is a total of up to 48 months from the consummation of the Company’s IPO.

On May 10, 2023, the Company, CBG, and CB Co-Investment entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for each such third party or third parties agreeing not to redeem 400,000 ordinary shares of the Company sold in its IPO (the “Non-Redeemed Shares”) at an extraordinary general meeting of its shareholders to be held on May 12, 2023 (the “Special Meeting”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor and CB Co-Investment, as applicable, have agreed to transfer, to each such third party purchaser(s) 100,000 ordinary shares of the Company held by CBG or CB Co-Investment, as applicable, plus up to an additional 50,000 ordinary shares of the Company held by the Sponsor or CB Co-Investment, as applicable, with such number of additional ordinary shares of the Company to be determined based upon the date of the consummation of the Company’s initial business combination. Such transfer of ordinary shares of the Company shall be effected immediately following the consummation of the Company’s Business Combination if such third party or third parties continue to hold the Non-Redeemed Shares through the Special Meeting. In connection with such shareholder vote, the holders of an aggregate of 18,848,866 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $197,854,025 in cash held in the Trust Account.

TABLE OF CONTENTS

and (iii) removed a statement that there are no limits on the number of ordinary shares which may be issued by the Company and clarified that the Company may, but is not required, to issue certificates to evidence ownership of ordinary shares. In connection with such shareholder vote, the holders of an aggregate of 3,144,451 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $34.5 million in cash held in the trust account. Effective upon our adoption of the Existing Charter, CBG and CB Co-Investment converted 1,983,335 and 575,665 Class B Shares, respectively, into Class A Shares (the “Converted Shares”), on a one-for-one basis. The Converted Shares are not entitled to receive funds from the trust account through redemptions or otherwise.

Approximately $11,513,432 million remained in the Trust Account as of the Record Date.

Change of Control

On December 29, 2023 (the “Closing Date”), the Company, CBG, CB Co-Investment and the CBRG Sponsor, consummated the transactions contemplated by that certain Securities Purchase Agreement, pursuant to which the CBRG Sponsor acquired from the CBG and CB-Co Investment (together, the “Sellers”) an aggregate of (i) 3,035,000 Class B Shares, representing 52.78% of the Class B Shares issued and outstanding and 30.65% of the total issued and outstanding ordinary shares of the Company and (ii) warrants to purchase 7,385,000 Class A Shares exercisable 30 days after the consummation of a Business Combination in accordance with the Existing Charter.

Effective as of the Closing Date, all of our officers, other than our Chief Financial Officer, and the entirety of the Board resigned. Further, the Board was decreased from five to four members. 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. Roger Lazarus, our former Chief Financial Officer, continued to be the Chief Financial Officer of the Company until his resignation effective April 1, 2024. On December 11, 2023, the Company filed with the Securities and Exchange Commission and transmitted to its shareholders an information statement on Schedule 14f-1 setting out information about the changes to the Board and our chief executive officer.

Further 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”)). Upon consummation of a Business Combination. 805,000, 273,431 and 71,569 of the Loan Conversion Warrants will be issued to the CBRG Sponsor, CBG and CB Co-Investment, respectively.

All other outstanding loans to the Company by the Sellers were terminated.

On December 29, 2023, the CBRG Sponsor 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

TABLE OF CONTENTS

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 the CBRG Sponsor, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. The CBRG Sponsor also entered into a Services Agreement with the Company on December 29, 2023 (the “Fulton Services Agreement”) pursuant to which the Company will pay the CBRG Sponsor up to $30,000 per month for the cost of the use of the Company’s office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. As of the Record Date approximately $0 had been provided to the Company under the Fulton AC Note and $0 had been paid by the Company to the CBRG Sponsor pursuant to the Fulton Services Agreement.

Andrew Kucharchuk succeeded Mr. Lazarus as the Company’s Chief Financial Officer, effective April 1, 2024.

The Proposed Business Combination

The Business Combination Agreement

(i)

(ii)

(iii)

each outstanding warrant to purchase one CBRG Class A Share will be automatically exchanged for a warrant to purchase one HoldCo Share; and

(iv)

TABLE OF CONTENTS

financing (the “Financing Preferred Warrants”) will be exchanged for a warrant to purchase HoldCo preferred stock; (C) all promissory notes of Phytanix issued in connection with its June 2024 financing will be exchanged for HoldCo Series A convertible preferred stock (“Holdco Preferred Stock”), and any remaining issued and outstanding promissory notes of Phytanix will be automatically and fully cancelled; (D) each share of Phytanix Series A preferred stock, par value $0.000000001 per share, that is issued and outstanding will be automatically converted into shares of HoldCo Preferred Stock; (E) all issued and outstanding shares of Phytanix common stock (other than treasury shares and shares with respect to which appraisal rights are properly exercised and not withdrawn), will be automatically cancelled, extinguished and converted into the right to receive HoldCo Shares based on the Exchange Ratio (as defined in the Business Combination Agreement); and (F) each Financing Common Warrant will be converted into a warrant exercisable into Holdco Shares based on the Exchange Ratio, and each Financing Preferred Warrant will be converted into a warrant exercisable into a number of shares of Holdco Preferred Stock based on the Exchange Ratio.

Consideration

Representations and Warranties; Covenants

Conditions to Each Party’s Obligations

TABLE OF CONTENTS

assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after giving effect to the transactions contemplated by the Business Combination Agreement (provided such limitation has not been validly removed from the Existing Charter, as amended, prior to the Closing Date), (vi) the approval by Nasdaq of HoldCo’s initial listing application in connection with the Phytanix Business Combination, (vii) entry into employment agreements with certain key Company executives, (viii) formation of a capital markets and financing advisory committee made up of certain directors of CBRG, (ix) assumption or cancellation of certain existing Company and Phytanix notes, and (x) entry into an agreement providing for a $100 million equity line of credit with Keystone Capital Partners, LLC or its affiliates.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Phytanix Business Combination, including, but not limited to, (i) by mutual written consent of the Company and Phytanix, (ii) by the Company if the representations and warranties of Phytanix are not true and correct or if Phytanix fails to perform any covenant or agreement set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by Phytanix if the representations and warranties of the Company are not true and correct or if the Company fails to perform any covenant or agreement set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either the Company or Phytanix if the required approvals are not obtained from Company shareholders after the conclusion of a meeting of the Company’s shareholders held for such purpose at which such shareholders voted on such approvals, (v) by either the Company or Phytanix, if any governmental entity of competent jurisdiction shall have issued an order permanently enjoining, restraining or otherwise prohibiting the transactions contemplated under the Business Combination Agreement and such order shall have become final and nonappealable, (vi) by the Company if Phytanix does not deliver, or cause to be delivered to the Company the written consent of the requisite shareholders of Phytanix adopting and approving the Phytanix Business Combination and such failure is not cured within specified time periods, and (vii) by either the Company or Phytanix if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to the last deadline for the Company to consummate its Initial Business Combination pursuant to the Existing Charter, as amended.

CBRG Sponsor Letter Agreement

Phytanix Stockholder Transaction Support Agreements

TABLE OF CONTENTS

and Phytanix, pursuant to which such stockholders of Phytanix agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain covenants and agreements related to the Phytanix Business Combination.

Investor Rights Agreement

The mailing address of our principal executive office is 8 The Green # 17538 Dover, DE 19901. Our telephone number is (302) 597-7438.

TABLE OF CONTENTS

INTERESTS OF THE CBRG SPONSOR, CBG, CB CO-INVESTMENT
AND OUR DIRECTORS AND OFFICERS

When you consider the recommendations of our Board, you should keep in mind that the CBRG Sponsor, our largest shareholder, CBG, CB Co-Investment and our directors and officers have interests that may be different from, or in addition to, your interest as a shareholder. These interests include, among other things:

•

The CBRG Sponsor holds 3,035,000 Class B Shares, CBG holds 25,000 Class B Shares and 1,983,335 Converted Shares and CB Co-Investment holds 575,665 Converted Shares, and they own 7,385,000, 2,508,431 and 656,569 Private Warrants, respectively. CB Co-Investment has irrevocably converted its loan to Loan Conversion Warrants as contemplated in the Warrant Agreement. Upon consummation of an Initial Business Combination. 805,000, 273,431 and 71,569 of the Loan Conversion Warrants will be issued to the CBRG Sponsor, CBG and CB Co-Investment, respectively. In addition, certain of our executive officers have beneficial interests in the CBRG Sponsor . All of the Class B Shares, Converted Shares and Private Warrants will expire worthless if an Initial Business Combination is not consummated. On the other hand, if an Initial Business Combination is consummated, such investments could earn a positive rate of return on their overall investment in the combined company, even if other holders of our Ordinary Shares experience a negative rate of return, due to the price at which the Class B Shares, including the Class B Shares converted into Converted Shares, were purchased;

•

If the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, the CBRG Sponsor has agreed to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidate date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•

None of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve as directors (at least through the date of the extraordinary general meeting to be called to vote on a proposed Initial Business Combination) and may even continue to serve following any potential Initial Business Combination and receive compensation thereafter;

•

All rights specified in the Company’s Existing Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after an Initial Business Combination. If the Amendment Proposal is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions; and

•

The CBRG Sponsor or our officers and directors may loan funds to us or may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an Initial Business Combination. If the Amendment Proposal is not approved and an Initial Business Combination is not consummated, these out-of-pocket expenses will not be repaid.

Additionally, if the Amendment Proposal is approved and the Company consummates an Initial Business Combination, the officers and directors may have additional interests that would be described in the proxy statement for such transaction, including in the Registration Statement filed with respect to the Phytanix Business Combination.

TABLE OF CONTENTS

PROPOSAL NO. 1

THE AMENDMENT PROPOSAL

The Amendment Proposal

The Company is proposing to amend and restate its Existing Charter (such amendment, the “3rd A&R Charter”) to extend from February 15, 2024 (the “Existing Termination Date”) to November 15, 2025 (the “Extended Termination 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 (an “Initial 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 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; and

The Amendment Proposal is essential to the overall implementation of the Board’s plan to allow the Company more time to complete ab Initial Business Combination.

Approval of the Amendment Proposal is a condition to the filing of the 3rd A&R Charter. A copy of the 3rd A&R Charter is attached to this Proxy Statement as Annex A.

All holders of the Company’s Public Shares, other than Converted Shares, whether they vote for or against the Amendment Proposal or do not vote at all, will be permitted to redeem all or a portion of their Public Shares, other than Converted Shares, into their pro rata portion of the Trust Account, provided that the Amendment Proposal is approved. Holders of Public Shares do not need to be a holder of record on the Record Date in order to exercise redemption rights. If approved, we will not file the Amendment Proposal if we do not have at least $5,000,001 of net tangible assets following approval of the Amendment Proposal, after taking into account the amount of redemptions, if any.

The per-share pro rata portion of the Trust Account on the Record Date after taking into account taxes owed but not paid by such date and less up to $100,000 of interest to pay dissolution expenses (which is expected to be the same approximate amount two business days prior to the General Meeting) was approximately $11.33 per Public Share other than Conversion Shares. The closing price of the Company’s Ordinary Shares on the Record Date was $11.42. The Company cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

Reasons for Extending the Termination Date

The Company’s Existing Charter provides that the Company has until November 15, 2024 to complete an initial Business Combination (the “Existing Extension Terms”). If the Amendment Proposal is approved, the Existing Extension Terms will be deleted from the Existing Charter and the Company would have until November 15, 2024 to consummate an Initial Business Combination, which is a total of up to 48 months from the consummation of the Company’s IPO, without the requirement that additional cash be deposited into the Trust Account.

The Company believes that given its past expenditure of time, effort, and money searching for and entering into agreements to consummate an Initial Business Combination, the holders of Public Shares of the Company should be given an opportunity to consider and vote on an Initial Business Combination. We intend to file as soon as possible the Registration Statement, to give the Public Holders the opportunity to consider and vote on the Phytanix Business Combination (as described under “Background” on Page 20), but do not believe that we will have sufficient time to consummate the Phytanix Business Combination prior to the Existing Termination Date, November 15, 2024. Therefore, we are seeking approval of the Amendment Proposal to extend the deadline to November 15, 2025.

TABLE OF CONTENTS

If the Amendment Proposal is Not Approved

If the Amendment Proposal is not approved and we are unable to consummate the Phytanix Business Combination, or any other Business Combination prior to or on November 15, 2024, it will trigger our automatic winding up, liquidation and dissolution pursuant to the terms of our Existing Charter. As a result, this has the same effect as if we had formally gone through a liquidation procedure under the Companies Act. Accordingly, no vote would be required from our shareholders to commence such winding up, liquidation and dissolution. At such time, the Private Warrants will expire and the CBRG Sponsor, CBG, CB Co-Investment and our officers and directors will receive nothing upon a liquidation with respect to such Private Warrants, and the Private Warrants will be worthless.

The amount in the Trust Account (less the nominal par value of the shares of our holders of Public Shares) under the Companies Act will be treated as a share premium which is distributable under the Companies Act, provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the Trust Account, we anticipate that we would distribute to our holders of Public Shares, other than Converted Shares, the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest and less up to US$100,000 of interest to pay dissolution expenses). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our holders of Public Shares with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the Trust Account or that a court would conclude that such agreements are legally enforceable.

Our Initial Shareholders, including CBG and CB Co-Investment, and the CBRG Sponsor have agreed to waive their rights to participate in any liquidation of our Trust Account or other assets with respect to the Insider Shares and Converted Shares. There will be no distribution from the trust account with respect to our Private Warrants, which will expire worthless.

If the Amendment Proposal is Approved

If the Amendment Proposal is approved, the Existing Charter will be amended and restated as set forth in the 3rd A&R Charter attached as Annex A to this Proxy Statement and the Company would have up to an additional year after the Existing Termination Date to consummate a potential Business Combination, until November 15, 2025, which is a total of up to 48 months from the consummation of the Company’s IPO to complete an initial Business Combination. The Company will continue to attempt to consummate the Phytanix Business Combination or another Initial Business Combination until the Extended Termination Date, if necessary, or until the Board determines in its sole discretion that it will not be able to consummate an Initial Business Combination and does not wish to seek an additional extension. The Company will remain a reporting company under the Securities Exchange Act of 1934. The Class A Shares and Units are currently listed on the Nasdaq Capital Market. However, if we do not consummate our Initial Business Combination by November 15, 2024, we will be in violation of Nasdaq listing standards and our Class A Shares and Units may be delisted. The Company is currently applying to have its shares traded on an overt the counter market and expects that the Class A Shares and Units will remain publicly traded during the extension period.

YOU ARE NOT BEING ASKED TO VOTE ON ANY INITIAL BUSINESS COMBINATION AT THIS TIME. IF THE AMENDMENT PROPOSAL IS APPROVED AND THE EXTENDED TERMINATION DATE BECOMES EFFECTIVE AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES, OTHER THAN CONVERTED SHARES, NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON THE PHYTANIX BUSINESS COMBINATION OR ANY OTHER PROPOSED

TABLE OF CONTENTS

INITIAL BUSINESS COMBINATION WHEN AND IF SUBMITTED TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES, OTHER THAN CONVERTED SHARES, FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT SUCH INITIAL BUSINESS COMBINATION IS APPROVED AND COMPLETED.

Redemption Rights

If the Amendment Proposal is approved, and the Extended Termination Date becomes effective, each holder of Public Shares may seek to redeem its Public Shares, other than Converted Shares, for a pro rata portion of the funds available in the Trust Account, less any taxes we anticipate will be owed, but have not yet been paid, calculated as of two business days prior to the meeting. Holders of Public Shares do not need to vote on the Amendment Proposal or be a holder of record on the Record Date to exercise redemption rights.

If the Amendment Proposal is approved and the Extended Termination becomes effective, the Company will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the Trust Account relating to any Public Shares redeemed by holders in connection with the Amendment Proposal, if any, and (ii) deliver to the holders of such redeemed Public Shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete an Initial Business Combination on or before the Extended Termination Date. Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on an the Phytanix Business Combination or any other proposed Initial Business Combination through the Extended Termination Date.

If the Amendment Proposal is approved, and the Extended Termination Date becomes effective, the removal of the Withdrawal Amount from the Trust Account, if any, will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the Trust Account if the Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $11,513,432 that was in the Trust Account as of the Record Date. However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Amendment Proposal (after taking into account the redemption of Public Shares).

TO DEMAND REDEMPTION, IF YOU HOLD PHYSICAL CERTIFICATES FOR CLASS A SHARES, OTHER THAN CONVERTED SHARES, YOU MUST PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE COMPANY’S TRANSFER AGENT, AT CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ONE STATE STREET PLAZA, 30TH FLOOR, NEW YORK, NY 10004, ATTN: PHONE: 917.262.2373, EMAIL: PROXY@CONTINENTALSTOCK.COM, NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE GENERAL MEETING. IF YOU HOLD YOUR CLASS A SHARES, OTHER THAN CONVERTED SHARES, IN “STREET NAME” THROUGH A BANK, BROKER OR OTHER NOMINEE, YOU MUST TENDER OR DELIVER YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM TWO BUSINESS DAYS PRIOR TO THE GENERAL MEETING TO DEMAND REDEMPTION.

The requirement for physical or electronic delivery prior to the vote at the General Meeting ensures that a redeeming holder’s election is irrevocable once the Amendment Proposal is approved. In furtherance of such irrevocable election, shareholders making the election will not be able to tender their shares after the vote at the General Meeting.

The electronic delivery process through the DWAC system can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system.

TABLE OF CONTENTS

The transfer agent will typically charge the tendering broker a nominal amount and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Amendment Proposal will not be redeemed into a pro rata portion of the funds held in the Trust Account. In the event that a holder of Public Shares tenders its shares, other than Converted Shares, and decides prior to the vote at the General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you tendered or delivered your shares (and share certificates (if any) and other redemption forms) for redemption to our transfer agent and decide prior to the vote at the General Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above prior to the vote at the General Meeting. In the event that a holder of Public Shares tenders shares, and the Amendment Proposal is not approved or is abandoned, these shares will be redeemed in accordance with the terms of the Existing Charter promptly following the meeting, as described elsewhere herein. The Company anticipates that a holder of Public Shares who tenders shares for redemption in connection with the vote to approve the Amendment Proposal would receive payment of the redemption price for such shares soon after the filing of the Amendment Proposal. The transfer agent will hold the certificates of holders of Public Shares that make the election until such shares are redeemed for cash or redeemed in connection with our winding up.

The per-share pro rata portion of the Trust Account on the Record Date after taking into account taxes owed but not paid by such date and less $100,000 of interest to pay dissolution expenses (which is expected to be the same approximate amount two business days prior to the General Meeting) was approximately $11.33 per Public Share other than Conversion Shares. The closing price of the Ordinary Shares on the Record Date was $11.42. The Company cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If you exercise your redemption rights, you will be exchanging your Class A Shares, other than Converted Shares, for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering your share certificate(s) to the Company’s transfer agent prior to the vote for the Amendment Proposal. If the Amendment Proposal is not approved or if it is abandoned, these shares will be redeemed in accordance with the terms of the Existing Charter promptly following the meeting as described elsewhere herein.

Contribution

If the Amendment Proposal is approved and implemented, the CBRG Sponsor has agreed to contribute to the Company $0.01 per Public Share, other than Converted Shares, that remains outstanding and is not redeemed in connection with the Amendment Proposal on the 16th of each calendar month, commencing on November 16, 2024, until the earliest to occur of the Extended Termination Date, the consummation of an Initial Business Combination or the winding up of the Company (collectively, the “November Meeting Contribution”), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares, other than Converted Shares, that remain outstanding after the Redemption and length of time until the consummation of an Initial Business Combination or winding up of the Company. For example, if we complete an Initial Business Combination on May 15, 2025, which would represent six (6) calendar months, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Amendment Proposal, then the aggregate maximum contribution to the Trust Account will be approximately $60,401. However, if 100,000 Public

TABLE OF CONTENTS

Shares, other than Converted Shares, are redeemed and the remainder of our Public Shares remain outstanding after the Redemption, then the aggregate maximum contribution to the Trust Account will be approximately $54,401.

Required Vote

The Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, by the affirmative vote of the holders of at least two-thirds of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the General Meeting, vote at the General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Amendment Proposal. As a result, if you abstain from voting on the Amendment Proposal, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.

Full Text of the Resolution

Please see Annex A.

THE BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT PROPOSAL.

TABLE OF CONTENTS

PROPOSAL NO. 2

THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will approve the Chair’s adjournment of the General Meeting to a later date to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes received at the time of the General Meeting to approve the Amendment Proposal.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our shareholders, the Chair will not adjourn the General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes received at the time of the General Meeting to approve the Amendment Proposal.

Required Vote

This Adjournment Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding Ordinary Shares present in person (including virtually) or represented by proxy and entitled to vote at the General Meeting vote “FOR” the Adjournment Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Proposals. As a result, if you abstain from voting on the Adjournment Proposal, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.

Full Text of the Resolution

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a time and place to be confirmed by the chair of the extraordinary general meeting be ratified, approved and confirmed in all respects.”

THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION
OF THE ADJOURNMENT PROPOSAL.

TABLE OF CONTENTS

THE GENERAL MEETING

Date, Time and Place. The General Meeting will be held at 11:00 a.m. ET on November 8, 2024. For the purposes of the Company’s Existing Charter, the physical place of the meeting will be at the offices of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. You will be able to attend, vote your shares, and submit questions during the General Meeting at the physical location or via a live webcast available at https://www.cstproxy.com/chainbg/egm2024. If you plan to attend the virtual online General Meeting, you will need your control number to vote electronically at the General Meeting.

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the General Meeting, if you owned Ordinary Shares at the close of business on October 3, 2024, the Record Date for the General Meeting. At the close of business on the Record Date, there were 6,756,683 outstanding Ordinary Shares, each of which entitles its holder to cast one vote on the proposal.

Proxies; Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to shareholders at the General Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the General Meeting.

Required Votes

The Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the General Meeting, vote at the General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.

The CBRG Sponsor, CBG and CB Co-Investment and certain current and former officers and directors of the Company have entered into the Letter Agreement with Company, pursuant to which each of them agreed to vote all of the voting securities of the Company that each is entitled to vote in favor of the Amendment Proposal. CBRG Sponsor’s affiliates are also expected to vote any Ordinary Shares owned by them in favor of the Amendment Proposal.

On the Record Date, the CBRG Sponsor, CBG and CB Co-Investment, the Company’s officers and directors and certain other individuals held an aggregate of 3,081,000 Class B Shares and 2,559,000 Class A Shares, representing in the aggregate approximately 83.47% of the Company’s issued and outstanding Ordinary Shares. The CBRG Sponsor, and the Company’s directors and executive officers beneficially owned no Public Shares as of the Record Date, but may choose to purchase Public Shares in the open market and/or through negotiated private transactions after the date of this proxy statement. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Amendment Proposal and/or elected to redeem their shares. Any Public Shares so purchased will be voted in favor of the Amendment Proposal.

The Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the General Meeting, vote at the General Meeting.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL. THE BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.

TABLE OF CONTENTS

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information regarding the beneficial ownership of the Company’s ordinary shares as of the Record Date for (i) each person, or group of affiliated persons, known by the Company to beneficially own more than 5% of the outstanding shares of our ordinary shares, (ii) each of our current directors and executive officers as of the date of this Proxy Statement, and (iii) all of our directors and executive officers as of the date of this Information Statement as a group.

Applicable percentage of ownership is based on 3,565,683 Class A Shares and 3,191,000 Class B Shares that are issued and outstanding and outstanding as of the Record Date.

Beneficial ownership is determined in accordance with SEC rules and includes voting and investment power with respect to shares. Ordinary Shares subject to options, warrants, or other convertible securities exercisable within 60 days after the Record Date are deemed outstanding for computing the percentage ownership of the person holding such options, warrants, or other convertible securities, but are not deemed outstanding for computing the percentage of any other person. Except as otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the ordinary shares shown. The information in this table is based solely on statements in filings with the SEC or other information made available to the Company that is deemed reliable.

	Class B ordinary shares(1)(2)				Class A ordinary shares
	Number of Shares Beneficially Owned		Approximate Percentage of Class		Number of Shares Beneficially Owned		Approximate Percentage of Class		Approximate Percentage of Outstanding Shares
Name of Beneficial Owners
Andrew Cohen(3)		3,035,000		95.11%		—		—		44.92%
Daniel Wainstein(3)		—		—		—		—		—
Andrew Kucharchuk		—		—		—		—		—
Roger Lazarus(4)		46,000		1.44%		—		—		*
Lewis Silberman		—		—		—		—		—
Paul Baron		—		—		—		—		—
Oliver Wiener		—		—		—		—		—
All executive officers and directors as a group (6 individuals)(3)(4)		3,035,000		95.11%		—		—		44.92%
5% Holders
Fulton AC I LLC(3)		3,035,000		95.11%		—		—		44.92%
Chain Bridge Group(5)(7)		25,000		*		1,983,335		55.62%		29.72%
CB Co-Investment LLC(6)(7)		—		—		575,665		16.14%		8.52%
Walleye Capital LLC(8)		—		—		292,800		8.21%		4.33%

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 I LLC (“CBRG Sponsor”) is the record holder of the shares reported herein. CBRG Sponsor is managed by CREO I LLC (“CREO”). CBRG Sponsor is owned 20% by CREO, 40% by Seven Knots, LLC (“Seven Knots”) and 40% by Keystone Capital Partners, LLC (“Keystone”). Each of CBRG Sponsor, CREO, Seven Knots, and Keystone, and each of their members, is a U.S. Person and

TABLE OF CONTENTS

none of them has a substantial relationship with a non-U.S. Person. Daniel Wainstein indirectly, through his ownership interest in Seven Knots and Keystone, owns approximately 40% of the equity interests of CBRG Sponsor. Mr. Wainstein has no control over CBRG Sponsor, CREO, Seven Knots or Keystone and has no control over the voting and dispositive decisions regarding the Issuer’s securities owned by CBRG Sponsor, which are made solely by CREO, of which Mr. Cohen is manager. 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. Mr. Cohen may be deemed to beneficially own the securities held by CBRG Sponsor.

(4)

Mr. Lazarus resigned as Chief Financial Officer effective as of April 1, 2024.

(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)

The Class A Shares held by Chain Bridge Group and CB Co-Investment LLC were issued upon conversion of their respective Class B Shares on a one-for-one basis upon adoption of our second amended and restated memorandum and articles of association. Chain Bridge Group and CB Co-Investment LLC each waived their rights to participate in any liquidation of our trust account or other assets with respect such Class A Shares.

(8)

The business address of Walleye Capital LLC is 315 Park Ave. South, New York, New York 10010.

As of the Record Date, the CBRG beneficially owned an aggregate of 3,035,000 Class B Shares and had the ability 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.

As of the Record Date, the CBRG Sponsor, CBG, CB Co-Investment, our officers and directors and certain other individuals beneficially owned an aggregate of 3,106,000 Class B Shares and 2,559,000 Class A Shares, representing in the aggregate of approximately 83.84% of the Company’s issued and outstanding Ordinary Shares. Because of this ownership block, these shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to Existing Charter and approval of significant corporate transactions including our Initial Business Combination.

TABLE OF CONTENTS

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 Andrew Kucharchuk at the following:

Chain Bridge I
8 The Green # 17538
Dover, DE 19901
Attn: Andrew Cohen and Andrew Kucharchuk
(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 2023 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 Andrew Kucharchuk at the following:

Chain Bridge I
8 The Green # 17538
Dover, DE 19901
Attn: Andrew Cohen and Andrew Kucharchuk
(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 November 1, 2024.

TABLE OF CONTENTS

ANNEX A

EXTENSION AMENDMENT

COMPANIES ACT (AS REVISED)
COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION

CHAIN BRIDGE I
ADOPTED BY SPECIAL RESOLUTION ON [•], 2024 AND EFFECTIVE ON [•], 2024

A-1

TABLE OF CONTENTS

COMPANIES ACT (AS REVISED)
COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION

CHAIN BRIDGE I
ADOPTED BY SPECIAL RESOLUTION ON [•], 2024 AND EFFECTIVE ON [•], 2024

1 The name of the Company is Chain Bridge I (the “Company”).

2 The Company’s registered office will be situated at the office of CO Services Cayman Limited, PO Boc 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands, or at such other place in the Cayman Islands as the directors may at any time decide.

3 The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (as revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

4 The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (as revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

5 Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:

(a)

the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (as revised); or

(b)

insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (as revised); or

(c)

the business of company management without being licensed in that behalf under the Companies Management Act (as revised).

6 The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.

7 The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares.

8 The authorised share capital of the Company is US$50,000.00 divided into 479,000,000 Class A Ordinary Shares of US$0.0001 each, 20,000,000 Class B Ordinary Shares of US$0.0001 each and 1,000,000 Preference Shares of US$0.0001 each. However, subject to the Companies Act (as revised) and the Company’s articles of association, the Company has power to do any one or more of the following:

(a)

to redeem or repurchase any of its shares; and

(b)

to increase or reduce its capital; and

(c)

to issue any part of its capital (whether original, redeemed, increased or reduced):

(i)

with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

(ii)

subject to any limitations or restrictions and unless the condition of issue expressly declares

A-2

TABLE OF CONTENTS

otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

(d)

to alter any of those rights, privileges, conditions, limitations or restrictions.

9 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

A-3

TABLE OF CONTENTS

COMPANIES ACT (AS REVISED)
COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED
ARTICLES OF ASSOCIATION

CHAIN BRIDGE I

ADOPTED BY SPECIAL RESOLUTION ON [•], 2024 AND EFFECTIVE ON [•], 2024

CONTENTS

1.	Definitions, interpretation and exclusion of Table A	A-9
	Definitions	A-9
	Interpretation	A-11
	Exclusion of Table A Articles	A-12
2.	Commencement of Business	A-12
3.	Shares	A-12
	Power to issue Shares and options, with or without special rights	A-12
	Power to issue fractions of a Share	A-13
	Power to pay commissions and brokerage fees	A-13
	Trusts not recognised	A-13
	Power to vary class rights	A-13
	Effect of new Share issue on existing class rights	A-14
	No bearer Shares or warrants	A-14
	Treasury Shares	A-14
	Rights attaching to Treasury Shares and related matters	A-14
4.	Register of Members	A-15
5.	Share certificates	A-15
	Issue of share certificates	A-15
	Renewal of lost or damaged share certificates	A-15
6.	Lien on Shares	A-15
	Nature and scope of lien	A-15
	Company may sell Shares to satisfy lien	A-16
	Authority to execute instrument of transfer	A-16
	Consequences of sale of Shares to satisfy lien	A-16
	Application of proceeds of sale	A-16
7.	Calls on Shares and forfeiture	A-16
	Power to make calls and effect of calls	A-16
	Time when call made	A-17
	Liability of joint holders	A-17
	Interest on unpaid calls	A-17
	Deemed calls	A-17
	Power to accept early payment	A-17
	Power to make different arrangements at time of issue of Shares	A-17

A-4

TABLE OF CONTENTS

	Notice of default	A-17
	Forfeiture or surrender of Shares	A-18
	Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender	A-18
	Effect of forfeiture or surrender on former Member	A-18
	Evidence of forfeiture or surrender	A-18
	Sale of forfeited or surrendered Shares	A-19
8.	Transfer of Shares	A-19
	Form of transfer	A-19
	Power to refuse registration	A-19
	Power to suspend registration	A-19
	Company may retain instrument of transfer	A-19
9.	Transmission of Shares	A-19
	Persons entitled on death of a Member	A-19
	Registration of transfer of a Share following death or bankruptcy	A-20
	Indemnity	A-20
	Rights of person entitled to a Share following death or bankruptcy	A-20
10.	Alteration of capital	A-20
	Increasing, consolidating, converting, dividing and cancelling share capital	A-20
	Dealing with fractions resulting from consolidation of Shares	A-21
	Reducing share capital	A-21
11.	Redemption and purchase of own Shares	A-21
	Power to issue redeemable Shares and to purchase own Shares	A-21
	Power to pay for redemption or purchase in cash or in specie	A-22
	Effect of redemption or purchase of a Share	A-22
12.	Class B Share Conversion	A-22
13	Meetings of Members	A-23
	Power to call meetings	A-23
	Content of notice	A-24
	Period of notice	A-24
	Persons entitled to receive notice	A-24
	Publication of notice on a website	A-25
	Time a website notice is deemed to be given	A-25
	Required duration of publication on a website	A-25
	Accidental omission to give notice or non-receipt of notice	A-25
14.	Proceedings at meetings of Members	A-25
	Quorum	A-25
	Lack of quorum	A-26
	Use of technology	A-26
	Chairman	A-26
	Right of a director to attend and speak	A-26
	Adjournment	A-26
	Method of voting	A-26
	Taking of a poll	A-27
	Chairman’s casting vote	A-27

A-5

TABLE OF CONTENTS

	Amendments to resolutions	A-27
	Written resolutions	A-27
	Sole-member company	A-28
15.	Voting rights of Members	A-28
	Right to vote	A-28
	Rights of joint holders	A-28
	Representation of corporate Members	A-28
	Member with mental disorder	A-29
	Objections to admissibility of votes	A-29
	Form of proxy	A-29
	How and when proxy is to be delivered	A-29
	Voting by proxy	A-30
16.	Number of directors	A-30
17.	Appointment, disqualification and removal of directors No age limit	A-30
	Corporate directors	A-30
	No shareholding qualification	A-30
	Appointment and removal of directors	A-30
	Resignation of directors	A-32
	Termination of the office of director	A-32
18.	Alternate directors	A-32
	Appointment and removal	A-32
	Notices	A-33
	Rights of alternate director	A-33
	Appointment ceases when the appointor ceases to be a director	A-33
	Status of alternate director	A-33
	Status of the director making the appointment	A-33
19.	Powers of directors	A-34
	Powers of directors	A-34
	Appointments to office	A-34
	Remuneration	A-34
	Disclosure of information	A-35
20.	Delegation of powers	A-35
	Power to delegate any of the directors’ powers to a committee	A-35
	Power to appoint an agent of the Company	A-35
	Power to appoint an attorney or authorised signatory of the Company	A-36
	Power to appoint a proxy	A-36
21.	Meetings of directors	A-36
	Regulation of directors’ meetings	A-36
	Calling meetings	A-36
	Notice of meetings	A-36
	Period of notice	A-36
	Use of technology	A-36
	Place of meetings	A-37
	Quorum	A-37

A-6

TABLE OF CONTENTS

	Voting	A-37
	Validity	A-37
	Recording of dissent	A-37
	Written resolutions	A-37
	Sole director’s minute	A-37
22.	Permissible directors’ interests and disclosure	A-37
	Permissible interests subject to disclosure	A-37
	Notification of interests	A-38
	Voting where a director is interested in a matter	A-38
23.	Minutes	A-38
24.	Accounts and audit	A-38
	No automatic right of inspection	A-38
	Sending of accounts and reports	A-38
	Validity despite accidental error in publication on website	A-39
	Audit	A-39
25.	Financial year	A-40
26.	Record dates	A-40
27.	Dividends	A-40
	Declaration of dividends by Members	A-40
	Payment of interim dividends and declaration of final dividends by directors	A-40
	Apportionment of dividends	A-41
	Right of set off	A-41
	Power to pay other than in cash	A-41
	How payments may be made	A-41
	Dividends or other moneys not to bear interest in absence of special rights	A-42
	Dividends unable to be paid or unclaimed	A-42
28.	Capitalisation of profits	A-42
	Capitalisation of profits or of any share premium account or capital redemption reserve	A-42
	Applying an amount for the benefit of members	A-42
29.	Share premium account	A-43
	Directors to maintain share premium account	A-43
	Debits to share premium account	A-43
30.	Seal	A-43
	Company seal	A-43
	Duplicate seal	A-43
	When and how seal is to be used	A-43
	If no seal is adopted or used	A-43
	Power to allow non-manual signatures and facsimile printing of seal	A-43
	Validity of execution	A-44
31.	Indemnity	A-44
	Indemnity	A-44
	Release	A-44
	Insurance

SEC Form DEF 14A filed by Chain Bridge I