SEC Comment Letter 0000000000-23-003642 to Chain Bridge I (CBRG, CBRGF, CBRGU) (CIK 0001845149) (CBRGF)
Chain Bridge I (CBRG, CBRGF, CBRGU) (CIK 0001845149)
Date: April 12, 2023 · CIK: 0001845149 · Accession: 0000000000-23-003642
AI Filing Summary & Sentiment
File numbers found in text: 001-41047
Letter
United States securities and exchange commission logo April 12, 2023 Michael Rolnick Chief Executive Officer Chain Bridge I 330 Primrose Road, Suite 500 Burlingame, CA 94010 Re:Chain Bridge I Preliminary Proxy Statement on Schedule 14A Filed April 6, 2023 File No. 001-41047 Dear Michael Rolnick: We have reviewed your filing and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed April 6, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameMichael Rolnick Comapany NameChain Bridge I April 12, 2023 Page 2 FirstName LastName Michael Rolnick Chain Bridge I April 12, 2023 Page 2
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Dan J. Espinoza
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United States securities and exchange commission logo
April 12, 2023
Michael Rolnick
Chief Executive Officer
Chain Bridge I
330 Primrose Road, Suite 500
Burlingame, CA 94010
Re:Chain Bridge I
Preliminary Proxy Statement on Schedule 14A
Filed April 6, 2023
File No. 001-41047
Dear Michael Rolnick:
We have reviewed your filing and have the following comment. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed April 6, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameMichael Rolnick
Comapany NameChain Bridge I
April 12, 2023 Page 2
FirstName LastName
Michael Rolnick
Chain Bridge I
April 12, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Dan J. Espinoza