Chain Bridge I *
PROPOSED BUSINESS COMBINATION: Phytanix Bio
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: PHYX
Chain Bridge I entered into a definitive business combination agreement with Phytanix Bio
- Phytanix Bio is a preclinical stage company, specializing in the development of pharmaceutical medicines made from cannabinoid and cannabinoid-like active ingredients.
EXTENSION – 11/19/24 – LINK
- The SPAC approved an extension from November 15, 2024 to November 15, 2025.
- 550,947 shares were redeemed.
- An additional $0.01/Share per month will be deposited into the trust account.
NON-REDEMPTION AGREEMENT – 11/12/24 – LINK
- The Backstop Investors agree to hold, and not redeem, up to an aggregate of 128,753 shares of the Class A Ordinary Shares.
- In addition, the investors expect to acquire up to an aggregate of 321,984 Shares in the open market.
TRANSACTION
- Upon closing of the transaction, expected to occur in the fourth quarter of 2024, the combined company will be named Phytanix Inc., and its common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “PHYX.”
- The new company will be led by Phytanix Bio’s founders Colin Stott, the former R&D operations director at GW Pharmaceuticals; Dominic Schiller, who formerly led GW’s external IP strategy for more than a decade; and Barrett Evans, managing director at EMC2 Capital.
- The Boards of Directors of both Phytanix Bio and CBRG have unanimously approved the proposed transaction, including a separate vote by CBRG’s independent directors.
- The aggregate consideration to be paid in the Business Combination is derived from an equity value of $58 million.
- In addition, HoldCo will issue 17,000 shares of HoldCo Series A convertible preferred stock and issue additional shares of HoldCo preferred stock in exchange for certain short term debt obligations of the Company.
- The Business Combination is expected to close in the fourth quarter of 2024
SPAC FUNDING
- The parties intend to seek to raise additional convertible preferred stock in the months following the signing of the business combination agreement and will continue to seek to secure such additional financing over time.
LOCK-UP
- Company & Sponsor
- One year following the Closing of the business combination or if the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing.
EARNOUT
- The company can earn up to 3,000,000 shares up to five years after the Closing.
- 2,000,000 shares will be released on the earlier of the date on which (1) the VWAP of the company’s shares is equal to or greater than $12.50 for 20 Trading Days on any consecutive 30 Trading Day period within the Earnout Period, or (2) an Investigational New Drug (IND) of the Company is accepted by the United States Food and Drug Administration (FDA) or the Company receives positive data from Phase I clinical trials.
- 1,000,000 shares will be released on the earlier of the date on which (1) the VWAP of the company’s shares is equal to or greater than $15.00 for 20 Trading Days on any consecutive 30 Trading Day period within the Earnout Period or (2) the Company completes a definitive agreement for out-licensing of any compound(s) in the therapeutic areas of pain or seizure disorders.
NOTABLE CONDITIONS TO CLOSING
- HoldCo having at least $5,000,001 of net tangible assets
- CBRG and Phytanix Bio shareholder approvals
- Entry into an agreement providing for a $100 million equity line of credit with Keystone Capital Partners, LLC or its affiliates.
NOTABLE CONDITIONS TO TERMINATION
- The Outside date is November 15, 2024 or (b) the date (or latest date, in the event of multiple CBRG Extensions) set as the deadline for CBRG to consummate its initial business combination following one or more CBRG Extensions.
ADVISORS
- Company Advisors:
- Titan Advisors has acted as capital markets advisors
- Phytanix Bio was advised by Catherine Basinger Evans, Esq.
- SPAC Advisors:
- Nelson Mullins Riley & Scarborough is acting as legal counsel
EXTENSION – 2/13/24 – LINK
- The SPAC approved an extension from February 15, 2024 to November 15, 2024.
- 3,144,451 shares were redeeemed for approximately $10.98/Share
- An additional $22.5K to extend 3-months to 5/15/24. Additional $5K per month (x6) to extend to 11/15/24.
SUBSEQUENT EVENT – 12/14/23 – LINK
- As of December 13, all board members and the CEO of Chain Bridge I have resigned, effective upon completing the transactions outlined in the Securities Purchase Agreement dated December 8, 2023.
- This agreement involves Chain Bridge I, Chain Bridge Group, CB Co-Investment LLC, and Fulton AC I LLC.
- Roger Lazarus will remain as CFO, and there were no disagreements leading to these resignations.
- The agreement entails Buyer acquiring 3,035,000 Class B ordinary shares and warrants for 7,385,000 Class A ordinary shares from the Sellers.
- It requires converting a $1.15 million promissory note into warrants, terminating all loans from the Sponsor to the Company, and replacing the resigning board members and CEO.
- Furthermore, Chain Bridge I has extended its business operations by a month, as per its Amended and Restated Memorandum and Articles of Association.
- This agreement involves Chain Bridge I, Chain Bridge Group, CB Co-Investment LLC, and Fulton AC I LLC.
LIQUIDATION – 10/31/23 – LINK [LIQUIDATION REVERSED]
- The last trading date will be November 15, 2023.
- The estimated redemption price will be $10.80.
EXTENSION – 5/17/23 – LINK
- The SPAC approved the extension from May 15, 2023 (the “Original Termination Date”) to November 15, 2023 (the “Extended Date”), and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024 (the “Additional Extended Date”).
- The number of shares redeemed was not mentioned.
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 5/11/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 400,000 shares
- The Sponsor will transfer 100,000 ordinary shares to the non-redeeming shareholders, plus up to an additional 50,000 ordinary shares as determined by the date of the consummation of the SPAC’s initial business combination.
- The non-redeeming shareholders also purchased 175,000 ordinary shares of the SPAC in the open market and/or through negotiated private transactions at a purchase price per share of $10.48 and will elect not to redeem such shares in connection with the Special Meeting.
MANAGEMENT & BOARD
Executive Officers
Andrew Cohen, 46 [Appointed 12/29/23]
Chief Executive Officer and Director
From January 2019 to September 2023 Mr. Cohen was a Founder and the CIO of Difesa Capital Management, a special situations fund focused on convertible bonds, SPAC securities, PIPEs, warrants and public equities. Prior to launching Difesa, Mr. Cohen worked at Ramius, a $13 billion multi-strategy hedge fund, since 2001 and in several different capacities. Most recently, Mr. Cohen Andrew was one of two partners overseeing the Ramius Event Driven and Merger Arbitrage business within Cowen Investment Management. From 2011 to 2018, Mr. Cohen co-founded and operated a nine-person team investing Cowen proprietary capital and fiduciary assets in merger arbitrage and event driven strategies. During his time with the firm the Ramius Merger Fund LLC had peak assets of $500 million and the Merrill Lynch Investment Solutions / Ramius Merger Arbitrage UCITS Fund had peak assets of $250 million. Prior to joining Ramius, Mr. Cohen worked as an analyst in the investment banking and private equity groups at Thomas Weisel Partners. Mr. Cohen received a B.A. in Public Policy from the Terry Sanford Institute at Duke University and an MBA from Columbia Business School.
Andrew Kucharchuk, 43 [Appointed 4/1/24]
Chief Financial Officer
Mr. Kucharchuk has served as the Chief Financial Officer of Theralink Technologies, Inc. (“Theralink”) (OTCMKTS: THER) since May 2023. Previously, he also served as President and Chief Financial Officer of Theralink from February 2016 until June 2020, as Chief Executive Officer of Theralink from November 2019 until June 2020 and as Acting Chief Financial Officer of Theralink from June 2020 to September 2020. He has served on the Board of Directors of Theralink since June 2020. Mr. Kucharchuk also served as Chief Executive Officer and Chief Financial Officer of OncBioMune, Inc. (“OBMP”) prior to Theralink’s acquisition of OBMP. Mr. Kucharchuk served as the Chairman and Chief Operating Officer Adhera Therapeutics, Inc. (OTCMKTS: ATRX) from July 2020 until September 2022 and its Chief Operations Officer from October 2022 to Present. Mr. Kucharchuk is a graduate of Louisiana State University and Tulane University’s Freeman School of Business, where he earned an MBA with a Finance Concentration.
Roger Lazarus, 63 [Resigned 4/1/24]
Chief Financial Officer
From 1997 to 2013, Mr. Lazarus worked as a transactions partner at Ernst & Young advising on acquisitions and investments by private equity and corporate clients. He was the managing partner of Ernst & Young’s West Region Transactions service line before relocating from the San Francisco Bay Area to Ernst & Young Colombia, where he served as Chief Operating Officer from 2013 to 2019, as Chief Operating Officer from 2017 to 2019 and a board member of Ernst & Young’s Latam North region, which comprised 13 countries. In these roles, Mr. Lazarus managed internal operations and oversaw financial and operating reporting. Mr. Lazarus joined Ernst & Young in the Boston,Massachusetts office in 1997 as a partner. Prior to joining Ernst & Young , Mr. Lazarus served a three-year term as the Chief Financial Officer and Senior Vice President of Xenergy, Inc., a Massachusetts-based energy services, trading and software company. In 1986, Mr. Lazarus joined the Coopers & Lybrand investigations and transaction support team in Boston, Massachusetts and was promoted to partner in 1992. He is a Chartered Accountant (FCA: Fellow of the Institute of England and Wales) and started his career as an auditor with Arthur Andersen in London before moving to the United States. Mr. Lazarus is a director and the Chair of the audit committee of Latam Logistic Properties S.R.L., a third-party logistics provider with operations in Costa Rica, Colombia and Peru. Mr. Lazarus is also a venture consultant to MVP and its portfolio companies. Mr. Lazarus received his Social Sciences degree in Economics from the University of York.
Michael Rolnick, 56 [Resigned]
Chief Executive Officer and Director
Mr. Rolnick currently serves as a Managing Member of Baileyana, a vehicle launched in 2009 that invests in private technology companies. Since 2013, Mr. Rolnick has been a Senior Advisor to Blockchain Capital. Additionally, he served as a Senior Advisor to the Michael Bloomberg 2020 presidential campaign. In 2015, Mr. Rolnick co-founded Cadence13 and served as Executive Chairman until it was acquired in 2020 by Entercom Communications (New York Stock Exchange: ETM). Prior to Cadence13, Mr. Rolnick held a number of senior operating roles, including Chief Executive Officer of UNIFI Labs and Chief Digital Officer at NewsCorp/Dow Jones. In 2011, Mr. Rolnick co-founded Playstudios, which announced its acquisition by Acies Acquisition Corporation (Nasdaq: ACAC) in February 2021. Previously, Mr. Rolnick was a Managing General Partner for more than a decade at ComVentures, a leading venture capital firm focused on investments in internet infrastructure and communications companies. Prior to ComVentures, Mr. Rolnick was Vice President of Corporate Development and New Ventures at E*Trade. Mr. Rolnick served on the board of directors of Ahura Scientific (acquired by Thermo Fisher Scientific, New York Stock Exchange: TOM), IntruVert Networks (acquired by McAfee, Nasdaq: MCFE), Kagoor Networks (acquired by Juniper Networks, New York Stock Exchange: JNPR), P-Cube (acquired by Cisco Systems, Nasdaq: CSCO) and Vyatta (acquired by Brocade Communications Systems). Mr Rolnick served as lead investor in Archipelago Holdings (New York Stock Exchange: AX), Critical Path (Nasdaq: CPTH) and Digital Island (Nasdaq: ISLD). Mr. Rolnick was named to Forbes Midas Touch list multiple times as a top dealmaker in technology. Mr. Rolnick received his Master of Business Administration degree from the University of Michigan, Master of Science degree in Economics from the London School of Economics and Political Science and Bachelor of Arts degree in Political Science from the University of Michigan.
Board of Directors
Daniel Wainstein, 44 [Appointed 12/29/23]
Chairman of the Board and Independent Director
Mr. Wainstein is the Founder, Managing Partner and Chief Operating Officer of Keystone Capital Partners. He founded Keystone Capital Partners in 2019. In his role as Managing Partner, Mr. Wainstein focuses on both identifying and structuring Keystone’s equity and debt investments for both public and private companies. Prior to Keystone, he co-founded a private investment firm with offices in New York that focuses on strategic real estate acquisitions, asset acquisitions and investments. With Mr. Wainstein at the helm, Keystone has been the principal investor and general partner in a significant number of transactions including alternative public offering transactions, PIPE financings, and various structured finance transactions in both the public and private sectors.. Mr. Wainstein earned his bachelor’s degree from Hofstra University and his Juris Doctorate from Hofstra University School of Law.
Lewis Silberman, 44 [Appointed 12/29/23]
Independent Director
Mr. Silberman is currently Co-CEO & Director at GSR II Meteora Acquisition Corp., which successfully closed a SPAC transaction with Bitcoin Depot (NASDAQ: BTM) in June 2023. Mr. Silberman is Co-Founder and Managing Member of SPAC Advisory Partners, a boutique M&A and Capital Markets Advisory firm focused on the Special Purpose Acquisition Company market. Previously, from 2021 to 2022, Mr. Silberman served as Co-President & Director at Graf Acquisition Corp. IV, which successfully closed a SPAC transaction with NKGen Biotech Inc. (NASDAQ: NKGN) in September 2023. From 1998 to 2021, Mr. Silberman served in several roles at Oppenheimer including as head of SPAC Equity Capital Markets at Oppenheimer prior to Graf Acquisition Corp. IV and led financings for Oppenheimer’s SPAC IPOs and business combination clients and managed all SPAC IPO clients, including a number of sponsor formation processes. Mr. Silberman has acted in an advisory or placement agent role for transactions multiple business combinations. Before joining Oppenheimer, he spent three years at CIBC World Markets, working in a special situations client-coverage group focused on strategies including merger-arbitrage, ADR-arbitrage, and closed-end fund arbitrage. Prior to CIBC World Markets, he worked at PaineWebber. Mr. Silberman has a Bachelor of Science from the Leonard N. Stern School of Business at New York University and an MBA from the Stern School at New York University.
Paul Baron, 53 [Appointed 12/29/23]
Independent Director
Mr. Baron served as the Director of Macro trading for Ben Melkman a Senior Portfolio Manager at Schonfeld Asset Management from April 2023 through November 2023. He was responsible for trading management across a team of four (4) portfolios mangers globally from Syndney to New York. His responsibilities also include COO for the group of 10 investment professionals. The team invests globally in rates, FX, equity, commodities, and credit taking macro discretionary and relative value positions. He also serves as Treasurer of a not-for-profit organization, Children in Conflict. Prior joining Schonfeld, from 2012 to 2023, Mr. Baron was the Co-CIO for Michael Ovitz’s family office where his primary responsibility was managing the public markets portfolio. Prior to working in money management, he worked for over 20 years in public markets with industry leaders such as BofA, Deutsche Bank and Goldman Sachs, providing coverage and solutions to institutional clients in equity derivative products. Mr. Baron holds a Bachelor of Science from State University of New York at Plattsburgh.
Oliver Wiener [Appointed 2/22/24]
Independent Director
Mr. Wiener has experience across financials, investing, and experience in structuring, sourcing and board work. Mr. Wiener is the Founder and Managing Member of Kensington Merchant Partners, a merchant bank and independent sponsor focused on Financials, Fintech, Insurance and Blockchain verticals. Prior to founding KMP, Oliver was a Portfolio Manager at Standard Investments. From 2003-2021, Oliver was a founding partner and Senior Managing Director of BTIG LLC, a global investment bank, with a broad range of activity across multiple business lines including SPACs. In 2018, he was a founding board member and Board President of The Association for Digital Asset Markets, a self-regulatory organization of digital asset market participants. He is currently on the University of Wisconsin-Madison, Technology Entrepreneurship Office Advisor Board and a board advisor to Figment Inc.
Christopher Darby, 62 [Resigned]
Chairman of the Board
Since 2006, Mr. Darby has served as President and Chief Executive Officer of IQT, an independent strategic investment firm that identifies innovative technologies to support the missions of the CIA and the broader U.S. intelligence community. Mr. Darby is also a member of IQT’s board of trustees. Prior to joining IQT, Mr. Darby was a Vice President and General Manager at Intel Corporation, starting in August 2005, where he oversaw the Middleware Products Division and was responsible for the corporation’s Infrastructure Software business, including open source and commercial products. From 2003 to 2005, Mr. Darby served as the President and Chief Executive Officer of Sarvega, a venture-backed supplier of XML networking and security products. Prior to Sarvega, from 2000 to 2003, Mr. Darby was the Chairman and Chief Executive Officer of @stake, an internet security consulting firm which was ultimately acquired by Symantec (now NortonLifeLock Inc.), where he assembled the world’s leading collection of cyber security researchers and consultants. From 1997 to 2000, Mr. Darby served as President and Chief Executive Officer of Interpath Communications, which was later acquired by US Internetworking. Earlier in his career, Mr. Darby held several executive positions at Digital Equipment Corporation (now Hewlett-Packard) and Northern Telecom (now Nortel Networks), with responsibility for telecommunications industry sales initiatives, corporate strategy and alliances. Mr. Darby serves as a director on the boards of National Resilience, Inc. since 2020, the CIA Officers Memorial Foundation since 2020 and previously served as chairman of the board of Endgame, Inc. from 2012 to 2019. In January 2019, Mr. Darby was nominated as a Commissioner on the National Security Commission on Artificial Intelligence. Mr. Darby received his Bachelor of Arts degree in Economics from the University of Western Ontario.
Michael Morell, 63 [Resigned]
Director Nominee
Mr. Morell was an intelligence officer at the CIA for 33 years. From May 2010 until August 2013, Mr. Morell served as the Deputy Director of the CIA and was twice its Acting Director during that period. Prior to that, Mr. Morell served as the Director for Intelligence, CIA’s top analyst, and as the Associate Deputy Director, CIA’s top administrator. Since his retirement from the CIA in 2013, Mr. Morell has served as the President and Chief Executive Officer of Morell Consulting LLC and as the Senior Counselor and Global Chairman of the Geo-Political Risk Practice at Beacon Global Strategies. In addition, Mr. Morell has been a Senior National Security Contributor at CBS News since 2013 and a Distinguished Visiting Professor at George Mason University since 2019. Since 2018, Mr. Morell has served as the Committee on Foreign Investment in the United States-mandated security director, a director on the board of Fortress Investment Group and since 2019, as the Chairman of the board of directors of Orbis Operations, a private national security-related firm. In addition, from 2014 to 2019, he served as a director on the board of Goodyear Tire and Rubber Company. From 2013 to 2018, Mr. Morrell served as senior advisor and Chairman of the National Security Task Force at the U.S. Chamber of Commerce. Mr. Morell currently serves on the advisory boards of three private companies: iSquared Capital, a private equity firm, Dataminr, a technology-related company with national security applications and Improbable, also a technology-related company with national security applications. Mr. Morell also served on United States President Barak Obama’s 2013 Review Group on Intelligence and Telecommunications and on the 2018 National Defense Strategy Commission. Mr. Morell is a member of the Council on Foreign Relations and the American Economic Association. Mr. Morell received a Master of Arts degree in Economics from Georgetown University and Bachelor of Arts degree in Economics from the University of Akron.
Nathaniel Fick, 44 [Resigned]
Director Nominee
Since October 2019, Mr. Fick has served as the General Manager of Elastic, where he leads the company’s information security business. Mr. Fick was the Chief Executive Officer of Endgame from 2012 until its acquisition by Elastic in 2019. From 2011 to 2019, Mr. Fick served as an operating partner at Bessemer Venture Partners, where he worked with management teams to build durable, high-growth businesses. Mr. Fick started his career as a Marine Corps infantry and reconnaissance officer, including combat tours in Afghanistan and Iraq. Since 2016, Mr. Fick has served as a director on the board of Strategic Education, Inc., and previously served as a director on the boards of Endgame (from 2012 to 2019) and Dartmouth College (from 2012 to 2020). Mr. Fick received his Master of Business Administration degree from Harvard University, Master of Public Administration degree from Harvard University and Bachelor of Arts degree in Classics and Government from Dartmouth College.
Letitia Long, 62 [Resigned]
Director Nominee
Ms. Long currently serves as a director on the boards of two public companies, Corporate Officers Property Trust since October 2020 and Parsons Corporation since April 2020, and four private companies, Applied Information Systems since September 2020, Octo since January 2020, Quadrint, Inc. since August 2019, and HyperSat LLC since September 2018. Ms. Long also serves as an independent trustee for Noblis Inc. since February 2015, as Vice Rector of the Board of Visitors of Virginia Polytechnic Institute and State University since July 2017 and as Chairman of the Board of the Intelligence and National Security Alliance since January 2016. Ms. Long previously served as a director on the boards of Raytheon Company (from 2015 to 2020), UrtheCast Corporation (from 2015 to 2018), and Sonatype (from 2017 to 2019). In addition, she has served as an Advisor and Portfolio Director for Blue Delta Capital Partners since 2019. Ms. Long was an intelligence officer for 33 years serving as the Director of the National Geospatial-Intelligence Agency (from 2010 to 2014), the Deputy Director of the Defense Intelligence Agency (from 2006 to 2010), the Deputy Undersecretary of Defense for Intelligence (from 2003 to 2006), the Deputy Director of Naval Intelligence (from 2000 to 2003) and the Executive Director for Intelligence Community Affairs (from 1998 to 2000). Ms. Long received her Master of Science degree in Engineering from the Catholic University of America and her Bachelor of Science degree in Electrical Engineering from Virginia Polytechnic Institute and State University.
David G. Brown, — [Appointed on 10/19/22] [Resigned]
Director Nominee
Appointed to Director on 10/19/22
