| ITEM 1(a). | NAME OF ISSUER: Chain Bridge I |
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 8 The Green
#17538
Dover, DE 19901 |
| ITEM 2(a). | NAME OF PERSON FILING: CB Co-Investment LLC
Cowen Investment II LLC
RCG LV Pearl LLC
Cowen Inc. |
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of each of the Reporting Persons is
599 Lexington Avenue
New York, NY 10022 |
| ITEM 2(c). | CITIZENSHIP: (i)CB Co-Investment LLC is a Delaware limited liability company;
(ii) Cowen Investment II LLC is a Delaware limited liability company;
(iii)RCG LV Pearl LLC is a Delaware limited liability company;
(iv) Cowen Inc. is a Delaware corporation.
|
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: Class A Ordinary Shares |
| ITEM 2(e). | CUSIP NUMBER: G2061X102 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: |
(a) [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
(b) [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) [ ] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
(e) [ ] | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
(f) [ ] | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
(g) [ ] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
(h) [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) [ ] | A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
(k) [ ] | Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
|
| ITEM 4. | OWNERSHIP |
The responses to Items 5-11 of the cover pages of the Schedule 13G are incorporated herein by reference.
As of February 7, 2024, the Reporting Persons may be deemed to beneficially own 575,665 of the Issuer's Class A Ordinary Shares, representing 16.14% of the total number of Class A Ordinary Shares issued and outstanding.
The percentage of the Class A Ordinary Shares held by the Reporting Persons is based on 3,565,683 Class A Ordinary Shares issued and outstanding as of February 7, 2024, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2024.
CB Co Investment LLC is the record holder of the securities reported herein. Cowen Investment II LLC is the sole member of CB Co-Investment LLC, RCG is the sole member of Cowen Investment II LLC, and Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Investment II LLC, RCG and Cowen Inc. may be deemed to beneficially owns the securities owned directly by CB Co-Investment LLC, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| (a) Amount beneficially owned: |
| 575,665 |
| (b) Percent of class: |
| 16.14% |
| (c) Number of shares as to which the person has: |
| (i) sole power to vote or to direct the vote: |
|
| (ii) shared power to vote or to direct the vote: |
| 575,665 |
| (iii) sole power to dispose or direct the disposition of: |
|
| (iv) shared power to dispose or to direct the disposition of: |
| 575,665 |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: Not Applicable |
| ITEM 10. | CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Not Applicable |
