☐ Check the appropriate box:x¨box:¨Preliminary Proxy Statement¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))xDefinitive Proxy Statement¨Definitive Additional Materials¨Soliciting Material Pursuant to Section 240.14a-12xNo 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.
CHAIN BRIDGE I
330 Primrose Road, Suite 500
Burlingame, CA 94010
8 The Green # 17538
Dover, DE 19901
FEBRUARY 7, 2024
The2024.
A further description and the full text of both proposals and resolutions is below.
The Extension Proposal
The full text of the Extension Proposal is as follows:
“RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 38.8, 38.9, 38.10 and 38.12 in their entirety and the insertion of the following language in their place:
38.8 Reserved.
38.9 In the event that the Company does not consummate a Business Combination by November 15, 2023time (the “Extension Date
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. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 38.9 with respect to the liquidation of the Trust Account, subject 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.
38.10 In the event that any amendment is made to these Articles:
38.12 After the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to the consummation of a Business Combination, the directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:
Such amendment above is referred to herein as the “Extension Amendment”.
The Company has identified a potential target company
The Adjournment Proposal
The full text of the Adjournment Proposal is as follows:
“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 purpose of the Extension Proposal and the Adjournment Proposal is to allow the Company additional time to complete its initial Business Combination.
Upon the closing of the Company’s initial public offering (“IPO”), approximately $234.6 million was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities. There is uncertainty under the Investment Company Act of 1940, as amended (the “Investment Company Act”) whether certain special purpose acquisition companies, or “SPACs,” with Trust Account assets held in securities, that do not consummate an initial Business Combination within 24 months after the effective date the SPAC’s IPO registration statement, would fall under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act. Chain Bridge’s IPO registration statement became effective on November 9, 2021. Due to this uncertainty, if the Extension Proposal is approved, Chain Bridge intends to liquidate, prior to November 9, 2023, the U.S. government treasury obligations or money market funds held in the trust account and thereafter to maintain the funds in the trust account in cash in an interest-bearing demand deposit account at a bank.
Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of matters to be considered at the General Meeting.
The Company’s Board of Directors has fixed the close of business on March 29, 2023 as the date for determining the Company’s shareholders entitled to receive notice of and to vote at the General Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the General Meeting or any adjournment thereof.
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 Extension Proposal; and (ii) “FOR” the Adjournment Proposal.
Enclosed is the proxy statement containing detailed information concerning the Extension Proposal, the Adjournment Proposal and the General Meeting. Whether or not you plan to virtually attend the General Meeting, we urge you to read this material carefully and vote your shares.
I look forward to seeing you at the meeting.
By Order of the Board of Directors,
April 19, 2023
Your vote is important. Please sign, date, and return your proxy card as soon as possible but in any event so as to be received by Okapi Partners prior to the commencement of the General Meeting to make sure that your shares are represented at the General Meeting. If you are a shareholder of record, you may also cast your vote in person (including virtually) at the General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person (including virtually) at the General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have no effect on the outcome of the proposals.
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on May 5, 2023: This notice of meeting, the accompany proxy statement, proxy card and annual report are available at https://www.cstproxy.com/chainbg/2023.
CHAIN BRIDGE I
330 Primrose Road, Suite 500
Burlingame, CA 94010
PROXY STATEMENT
Chain Bridge I (the “Company,” “Chain Bridge,” “we,” “us” or “our”), a Cayman Islands exempted company, is providing this proxy statement in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies to be voted at the Extraordinary General Meeting (the “General Meeting”) to be held 11:00 A.M. ET on May 5, 2023. For the purposes of the memorandum and articles of association of Chain Bridge, the physical place of the meeting will be at the offices of Goodwin Procter LLP, 620 8th Avenue, New York, NY 10018. Shareholders of the Company will also be able to attend the General Meeting virtually at: https://www.cstproxy.com/chainbg/2023.
The General Meeting will be held for the purpose of considering and voting upon the following proposals and resolutions:
The proposed amendment to the Existing Charter pursuant to the Extension Proposal is referred to herein as the “Extension Amendment”.
The purpose of the Extension Proposal and the Adjournment Proposal is to allow the Company additional time to complete an initial Business Combination. The Company’s prospectus for its initial public offering (“IPO”) and its Existing Charter provide that the Company has until May 15, 2023 to complete an initial Business Combination; provided, that if the Company wishes to extend the time to complete its initial Business Combination beyond that date, the Company may, by resolution of the Board if requested by Chain Bridge Group (the “Sponsor”), extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a Business Combination), provided that the Sponsor (or its affiliates or permitted designees) (the “Lender”) will deposit into the Trust Account $2,300,000 ($0.10 per Public Share in either case), for each of the available three-month extensions, for a total payment of up to $4,600,000 ($0.20 per Public Share in either case), in exchange for one or more non-interest bearing, unsecured promissory notes (“Existing Extension Terms”). The Company’s prospectus for its IPO and its Existing Charter further provide that if the Company completes its initial Business Combination, it will, at the option of the Lender, repay the amounts loaned under such promissory note(s) out of the proceeds of the Trust Account released to it or convert a portion or all of the amounts loaned under such promissory note(s) into Private Warrants at a price of $1.00 per Private Warrant. The Company’s prospectus for its IPO and its Existing Charter further provide that if the Company does not complete a Business Combination by the applicable deadline to consummate an initial Business Combination, such promissory note(s) will be repaid only from funds held outside of the Trust Account. Accordingly, the Board has determined that it is in the best interests of our shareholders to amend the terms by which the Company can extend the date that the Company has to consummate an initial Business Combination.
If the Extension Proposal is approved, the Existing Extension Terms will deleted from the Existing Charter and the Company would have until November 15, 2023 to consummate an initial Business Combination, which is a total of up to 24 months from the consummation of the Company’s IPO, without the requirement that additional cash be deposited into the Trust Account.
Upon the closing of the Company’s IPO, $234.6 million was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee and invested only in U.S. government securities. There is uncertainty under the Investment Company Act of 1940, as amended (the “Investment Company Act”) whether certain special purpose acquisition companies (“SPACs”) with Trust Account assets held in securities that do not consummate an initial Business Combination within 24 months after the effective date of the SPAC’s IPO registration statement would fall under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act. Chain Bridge’s IPO registration statement became effective on November 9, 2021. Due to this uncertainty, prior to November 9, 2023, Chain Bridge intends to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank.
The Board has fixed the close of business on March 29, 2023 as the record date for determining the Company’s shareholders entitled to receive notice of and to vote at the General Meeting and any adjournment thereof (the “Record Date”). On the Record Date, there were 28,750,000 outstanding ordinary shares of the Company (the “Ordinary Shares”), consisting of 5,750,000 outstanding Class B ordinary shares of the Company and 23,000,000 Class A ordinary shares of the Company. The Company’s warrants do not have voting rights. Only holders of record of the Company’s Ordinary Shares on the Record Date are entitled to have their votes counted at the General Meeting or any adjournment thereof.
This proxy statement contains important information about the General Meeting, the Extension Proposal, and the Adjournment Proposal. Please read it carefully and vote your shares.
This proxy statement is dated April 19, 2023 and, together with the proxy card, is first being mailed to shareholders on or about that date.
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.
Q. What is being voted on?
A. You are being asked to consider and vote upon (A) a proposal by special resolution to amend the Company’s Existing Charter (such amendment, the “Extension Amendment”) to extend from May 15, 2023 to November 15, 2023,2024 (the “
Q. Why islaw; and
A.Company may issue and that certificates may, but are not required, to be issued to evidence ownership of Ordinary Shares.
| /s/ Daniel Wainstein Daniel Wainstein Chairperson of the Board of Directors | | | | |
The Company has identified a potential target company (the “Target”) for Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after the Redemption and length of time until the consummation of a Business Combination (the “Potentialor winding up of the Company. If more than [750,000] Public Shares remain outstanding after the Redemption, then the amount paid per share will be decreased proportionately. For example, if we complete a Business Combination”) on August 15, 2024, 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 amount deposited per share will be approximately $0.0108 per share, with the aggregate maximum contribution to the Trust Account being $45,000. However, if 3,000,000 Public Shares are redeemed and 1,151,134 of our Public Shares remain outstanding after the Redemption, then the amount deposited per share for such six-month period will be $0.0391 per share, with the aggregate maximum contribution to the Trust Account being $45,000.
such potential targets. The Company believes that given its past expenditure of time, effort, and money searching for a potential initial Business Combination opportunity and the possibilities available to the Company’s new management, the holders of Public Shares of the Company should be given an opportunity to consider and vote on an initial Business Combination. We do not believe that we will have sufficient time to consummate an initial Business Combination prior to Maythe Existing Termination Date, February 15, 2023.2024. Therefore, we are seeking approval of the Extension Proposal.
Amendment Proposal to extend the deadline to November 15, 2024.
Amendment Proposal to allow conversion of the Series B Shares to Series A Shares in order to provide the Company with additional opportunities to cause Class A Shares to be transferred to public holders should redemptions of our Public Shares otherwise cause the Company not to meet the Continued Listing Standards.
A. The Board believes the Company’s shareholders will benefit from the Company consummating an initial Business Combination and is proposing the Extension Proposal to amend the terms by which the Company may extend the date by which the Company has to complete an initial Business Combination and would allow you as a shareholder the benefit of voting for an initial Business Combination and remaining a shareholder in the post-Business Combination company, if you desire.
Accordingly, we believe that the Extension Proposal is consistent with the spirit in which the Company offered its securities to the public in the IPO.
You will have redemption rights in connection with the Extension Proposal.
Q.
Q.
A.
Our Sponsor,
Q.
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
Our holders of shares as of immediately prior to our IPO, including our Sponsor, CB Co-Investment, our executive officers and directors, and certain other individuals (our “Initial Shareholders”), have agreed to waive their rights to participate in any liquidation of our Trust Account or other assets with respect to the
Q.
Q. How do I change my vote?
A. If you have submitted a proxy to vote your shares and wish to change your vote,Charter which limitations are not amended or revoke your proxy, you may do so by delivering a later-dated, signed proxy card to Okapi Partners, the Company’s proxy solicitor, at 1212 Avenue of the Americas, 17th Floor, New York, NY 10036, Toll-Free (855) 208-8903 or (212) 297-0720, Email: info@okapipartners.com, prior to the commencement of the General Meeting.
Q. How are votes counted?
A. The Company’s proxy solicitor, Okapi Partners, will be appointed as inspector of election for the meeting. Votes will be countedchanged by the inspector of election, who will separately count “FOR” and “AGAINST” votes, abstentions, and broker non-votes.
Amendment 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 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.
Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?
Q:
provided or voting online at https://www.cstproxy.com/chainbg/2024 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 February 6, 2023 to be counted.
card or voted online?
Okapi Partners
1212 Avenue of the Americas, 17
Toll-Free (855) 208-8903 or (212) 297-0720
10004
proxy@continentalstock.com
Q.
A.
Q.
A.
Name.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.Q. ExtensionAmendment Proposal and the Adjournment Proposal?A. ExtensionAmendment Proposal and “FOR” the Adjournment Proposal.Q. ExtensionAmendment Proposal?A. ExtensionAmendment 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 ExtensionAmendment Proposal is not approved and the Sponsor does not request that the Company extend the period of time to consummate a Business Combination or the Board does not adopt a resolution to extend the period of time to consummate a Business Combination, and we are unable to consummate an initial Business
Q.
A.
A: You are urged to read carefully and consider the information contained in this proxy statement and to consider how the proposals will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q.
A.
Q:
Okapi Partners
Toll-Free (855) 208-8903 or (212) 297-0720
Email: info@okapipartners.com
Bridge I
Chain Bridge
price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. Fulton AC also entered into a Services Agreement with the Company on December 29, 2023 (the “Fulton Services Agreement”) pursuant to which the Company will pay Fulton AC up to $30,000 per month for the cost of the use of the Company’s office space, administrative and support services. 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 Fulton AC pursuant to the Fulton Services Agreement.
A; and
Termination Date
The Company believes that given its expenditure of time, effort, and money searching for a potential initial Business Combination opportunity, the holders of Public Shares of the Company should be given an opportunity to consider and vote on an initial Business Combination. Accordingly, the Company has determined to seek shareholder approval to amend the terms by which the Company can extend the time for closing an initial Business Combination beyond MayFebruary 15, 2023.2024. Pursuant to the terms of the Existing Charter, the Company may not amend the Existing Charter to allow for a longer period of time to complete an initial Business Combination unless it provides holders of Public Shares with the right to seek redemption of their Public Shares in connection therewith.
YOU ARE NOT BEING ASKED TO VOTE ON ANY BUSINESS COMBINATION AT THIS TIME. IF THE EXTENSIONAMENDMENT PROPOSAL IS APPROVED AND THE EXTENSION AMENDMENTEXTENDED TERMINATION DATE BECOMES EFFECTIVE AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON ANY PROPOSED BUSINESS COMBINATION WHEN AND IF 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 SUCH PROPOSED BUSINESS COMBINATION IS APPROVED AND COMPLETED.
COMPLETED.
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.
2024. If you plan to attend the virtual online General Meeting, you will need your control number to vote electronically at the General Meeting.
The Sponsor,
Interests of the Company’s Directors and Officers
When you consider the recommendation of the Board, you should keep in mind that the Company’s executive officers and members of the Board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
Additionally, if the Extension 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.
Board Recommendation
outstanding and outstanding as of December 28, 2023. Beneficial ownership is determined accordingin 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 December 28, 2023 are deemed outstanding for computing the rulespercentage ownership of the SEC. Generally, a person hasholding 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 ownership of a security if the person possesses sole or shared voting power of that security, including any securities that a personowner has the right to acquire beneficial ownership within 60 days. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinarythe 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 | | ||||||||||||||||||||||||
Name of Beneficial Owners | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Approximate Percentage of Outstanding Shares | | |||||||||||||||
Andrew Cohen(3) | | | | | 3,035,000 | | | | | | 52.78% | | | | | | — | | | | | | — | | | | | | 30.65% | | |
Roger Lazarus(4) | | | | | 46,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Daniel Wainstein(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lewis Silberman | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Paul Baron | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All current officers and directors as a group (5 individuals)(3)(4) | | | | | 3,081,000 | | | | | | 53.58% | | | | | | — | | | | | | — | | | | | | 31.12% | | |
Fulton AC 1 LLC(3) | | | | | 3,035,000 | | | | | | 52.78% | | | | | | — | | | | | | — | | | | | | 30.65% | | |
Chain Bridge Group(5) | | | | | 1,983,335 | | | | | | 34.49% | | | | | | — | | | | | | — | | | | | | 20.03% | | |
CB Co-Investment LLC(6) | | | | | 575,665 | | | | | | 10.01% | | | | | | — | | | | | | — | | | | | | 10.01% | | |
Polar Asset Management Partners Inc.(7) | | | | | — | | | | | | — | | | | | | 415,000 | | | | | | 10.00% | | | | | | 4.19% | | |
Exos Asset Management LLC(8) | | | | | — | | | | | | — | | | | | | 390,624 | | | | | | 9.41% | | | | | | 3.95% | | |
Radcliffe Capital Management, L.P.(9) | | | | | — | | | | | | — | | | | | | 400,000 | | | | | | 9.64% | | | | | | 4.04% | | |
Class B ordinary shares(1)(2) | Class A ordinary shares | |||||||||||||||||||
Name of Beneficial Owners | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Outstanding Shares | |||||||||||||||
Chain Bridge Group (our sponsor)(3) | 4,672,690 | 81.26 | % | — | — | 16.21 | % | |||||||||||||
CB Co-Investment LLC(4) | 933,810 | 16.24 | % | — | — | 3.25 | % | |||||||||||||
Rick Gustafson(6) | 10,000 | * | — | — | * | |||||||||||||||
Jeff Siegal(6) | 25,000 | * | — | — | * | |||||||||||||||
Michael Rolnick(3)(5) | — | — | — | — | — | |||||||||||||||
Christopher Darby(3)(5) | — | — | — | — | — | |||||||||||||||
Roger Lazarus(5)(6) | 46,000 | * | — | — | * | |||||||||||||||
Michael Morell(5)(6) | 25,000 | * | — | — | * | |||||||||||||||
Nathaniel Fick(5)(6) | 12,500 | * | — | — | * | |||||||||||||||
Letitia Long(5)(6) | 25,000 | * | — | — | * | |||||||||||||||
All officers and directors as a group (6 individuals) | 108,500 | 100 | % | — | — | 20 | % | |||||||||||||
Sculptor Capital LP(7) | — | — | 1,690,306 | 7.35 | % | 5.88 | % | |||||||||||||
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust(8) | — | — | 1,500,000 | 6.52 | % | 5.22 | % | |||||||||||||
Castle Creek Arbitrage, LLC(9) | — | — | 1,224,998 | 5.33 | % | 4.26 | % | |||||||||||||
Taconic Capital Advisors L.P.(10) | — | — | 1,700,000 | 7.39 | % | 5.91 | % |
* Less than one percent.
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) |
Our Initial Shareholders, including our Sponsor,
DELIVERY OF DOCUMENTS TO SHAREHOLDERS
OTHER INFORMATION
The Company’s 2022 Annual Report on Form 10-K, excluding exhibits, will be mailed without charge to any shareholder entitled to voteAndrew Cohen or Roger Lazarus at the meeting, upon written request to Chief Financial Officer, following:
Other Matters to Be Presented at the General Meeting
I
Green # 17538
This proxy statement contains important business and financial information about us that is not included in or delivered with this document. www.sec.gov.
Okapi Partners
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Toll-Free (855) 208-8903 or (212) 297-0720
Email: info@okapipartners.com
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Method for giving notices | | | When taken to be given | |
Personally | | | At the time and date of delivery | |
By leaving it at the member’s registered address | | | At the time and date it was left | |
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient | | | 48 hours after it was posted | |
Method for giving notices | | | When taken to be given | |
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient | | | 3 Clear Days after posting | |
By Electronic Record (other than publication on a website), to recipient’s Electronic address | | | Within 24 hours after it was sent | |
By publication on a website | | | See these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website | |
Shares repurchased by means of a tender offer (a “
Tender Offer”) for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the funds held in the Trust Account not previously released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001.In the event that the Company has not consummated an initial Business Combination within 18 months from the date of the closing of the IPO, the Company may, by resolution of the board of directors of the Company if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a business combination), provided that the Sponsor (or its affiliates or permitted designees) (the “Lender”) will deposit into the Trust Account $2,000,000 (or up to $2,300,000) if the underwriters’ over-allotment option is exercised in full) ($0.10 per unit in either case), for each of the available three-month extensions, for a total payment of up to $4,000,000 (or up $4,600,000 if the underwriters’ over-allotment option is exercised in full) ($0.20 per unit in either case), in exchange for one or more non-interest bearing, unsecured promissory notes. If the Company completes its initial Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note out of the proceeds of the Trust Account released to it or convert a portion or all of the amounts loaned under such promissory note(s) into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor. If the Company does not complete a Business Combination by the applicable deadline to consummate an initial Business Combination, the loans will be repaid only from funds held outside of the Trust Account.
right to receive further liquidation distributions, if any); and
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