Correspondence 0001104659-23-044670 from Chain Bridge I (CBRG, CBRGF, CBRGU) (CIK 0001845149) (CBRGF)
Chain Bridge I (CBRG, CBRGF, CBRGU) (CIK 0001845149)
Date: April 12, 2023 · CIK: 0001845149 · Accession: 0001104659-23-044670
AI Filing Summary & Sentiment
File numbers found in text: 001-41047
Referenced dates: April 12, 2023
Letter
Goodwin Procter LLP
601 Marshall Street
Redwood City, CA 94063
T: 650-752-3152
F: 650-471-6021
goodwinprocter.com
April 12, 2023
VIA EDGAR
Ms. Isabel Rivera
Ms. Dorrie Yale
Office of Real Estate & Construction
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: Chain Bridge I
Preliminary Proxy Statement on Schedule 14A
Filed April 6, 2023
File No. 001-41047
Ladies and Gentlemen:
This letter is being submitted on behalf Chain Bridge I (the “Company”) in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s preliminary proxy statement on Schedule 14A filed on April 6, 2023 (the “Preliminary Proxy Statement”), as set forth in your letter dated April 12, 2023 (the “Comment Letter”).
The text of the Comment Letter has been reproduced herein with a response below the numbered comment. Defined terms used herein but not otherwise defined shall have the meaning set forth in the Preliminary Proxy Statement, unless otherwise specified.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.
Division of Corporation Finance
April 12, 2023
Page 2
Preliminary Proxy Statement on Schedule 14A filed April 6,
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 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
RESPONSE: We respectfully advise the Staff that the Company’s sponsor is not, is not controlled by, and does not have substantial ties with, a non-U.S. person.
* * *
Division of Corporation Finance
April 12, 2023
Page 3
If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact Daniel J. Espinoza, Esq., at (650) 752-3152 or DEspinoza@goodwinlaw.com.
Sincerely,
/s/ Dan Espinoza
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CORRESP
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Goodwin Procter LLP
601 Marshall Street
Redwood City, CA 94063
T: 650-752-3152
F: 650-471-6021
goodwinprocter.com
April 12, 2023
VIA EDGAR
Ms. Isabel Rivera
Ms. Dorrie Yale
Office of Real Estate & Construction
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: Chain Bridge I
Preliminary Proxy Statement on Schedule 14A
Filed April 6, 2023
File No. 001-41047
Ladies and Gentlemen:
This letter is being submitted
on behalf Chain Bridge I (the “Company”) in response to the comment of the staff of the Division of Corporation Finance
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to
the Company’s preliminary proxy statement on Schedule 14A filed on April 6, 2023 (the “Preliminary Proxy Statement”),
as set forth in your letter dated April 12, 2023 (the “Comment Letter”).
The
text of the Comment Letter has been reproduced herein with a response below the numbered comment. Defined terms used herein but
not otherwise defined shall have the meaning set forth in the Preliminary Proxy Statement, unless otherwise specified.
The responses provided herein
are based upon information provided to Goodwin Procter LLP by the Company.
Division of Corporation Finance
April 12, 2023
Page 2
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
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
RESPONSE:
We respectfully advise the Staff that the Company’s sponsor is not, is not controlled by, and does not have substantial ties with,
a non-U.S. person.
* * *
Division of Corporation Finance
April 12, 2023
Page 3
If you have any questions
or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact Daniel
J. Espinoza, Esq., at (650) 752-3152 or DEspinoza@goodwinlaw.com.
Sincerely,
/s/ Dan Espinoza
Goodwin Procter LLP
cc: Michael Rolnick, Chain Bridge I