Andrew Cohen
About Andrew Cohen
Andrew Cohen is Chief Executive Officer and a director of Chain Bridge I (ticker CBGGF units) since December 29, 2023; he is 47, with a B.A. in Public Policy from Duke and an MBA from Columbia Business School . Prior to CBGGF, he founded Difesa Capital (2019–2023) and spent 2001–2018 at Ramius/Cowen across merger arb, event-driven, activism, and distressed strategies, ultimately co-leading Ramius’ event-driven/merger arb business; earlier he was an analyst at Thomas Weisel Partners . The company is a SPAC with no operating revenues; it faces a going‑concern deadline (must complete a business combination by November 15, 2025) and trades its Class A on OTCQB (CBRRF) after Nasdaq delisting in November 2024, highlighting execution risk rather than operating performance metrics (TSR, revenue, EBITDA) at this stage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Difesa Capital Management | Founder & CIO | 2019–2023 | Special situations across convertibles, SPACs, PIPEs, warrants, public equities |
| Ramius/Cowen Investment Management | Partner/Co-lead of Event-Driven & Merger Arb | 2001–2018 | Built and ran event-driven/merger arb platforms; managed proprietary and fiduciary assets |
| Thomas Weisel Partners | Analyst (IB/PE groups) | Pre‑2001 | Early-stage deal and investment experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Kitty Hawk Capital LLC / II LLC | Managing Partner | Private investment vehicles |
| CREO Investments LLC | Managing Member | Manager of Fulton AC, the SPAC sponsor that controls CBGGF |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary (CEO) | $0 | $0 | “None of our executive officers or directors have received any cash compensation…prior to completion of our initial business combination.” |
| Target bonus % | — | — | Not disclosed; no cash comp pre‑business combination |
| Benefits/perquisites | — | — | Not disclosed for CEO; company reimburses sponsor for admin services (below) |
| Admin services paid to sponsor (Fulton AC) | — | $120,000 accrued | Up to $30,000/month for office/admin; $120,000 accrued at 12/31/24 (paid to Fulton AC, not directly to CEO) |
The CFO is compensated by Fulton AC under a separate consulting agreement; there is no Company-paid executive cash compensation prior to a business combination .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| N/A (no incentive plan pre‑de‑SPAC) | — | — | — | — | — |
No equity incentive plan or performance awards exist pre‑business combination; RSU grants are contingent for certain directors and would only be issued after a successful business combination and shareholder approval of an equity plan (not to CEO) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Andrew Cohen may be deemed to beneficially own 3,035,000 Class B founder shares (through Fulton AC), representing 95.11% of Class B and 48.91% of total outstanding shares as of June 16, 2025 . |
| Public (Class A) owned | None directly listed for Cohen; sponsor/insiders waived redemption rights on founder/converted shares . |
| Warrants/Options | Fulton AC holds 7,385,000 private placement warrants; CB Co‑Investment’s $1.15m note converts into 1,150,000 contingently issuable private placement warrants at close (805,000 to Fulton AC, 273,431 to CBG, 71,569 to CB Co‑Investment) . |
| Lock‑up | Founder (Class B) shares locked until the earlier of 1 year post‑de‑SPAC or $12.00 VWAP for 20/30 trading days ≥150 days post‑closing (or change of control) . |
| Pledging/Hedging | No pledging disclosures noted . |
| Sponsor support to Trust | Fulton AC contributed $22,500 plus $5,000/month beginning May 16, 2024; then $0.01/share/month (≈$4,557.36) from Nov 16, 2024, and agreed up to $54,688 more if 2025 amendment implemented; prior contributions ≈$102,630 . |
| Voting control | As of Sept 11, 2025, sponsor/insiders held ≈90.98% of outstanding ordinary shares and could elect all directors pre‑de‑SPAC . |
Employment Terms
- Contract/term: No employment agreement disclosed for CEO; no cash comp or severance pre‑business combination .
- Severance/Change‑of‑Control: None disclosed; no golden parachutes or tax gross‑ups .
- Indemnification/D&O: Company provides indemnification under articles and separate indemnification agreements; D&O insurance in place .
- Non‑compete/Non‑solicit: Not disclosed. Conflicts policy acknowledges officers/directors may have fiduciary duties to other entities and may present opportunities elsewhere subject to renunciation policy .
Board Governance
- Roles: CEO and director since December 29, 2023; not the Chair (Chair is Daniel Wainstein) .
- Committee memberships: None; audit (Baron, Silberman, Wiener), compensation (Silberman, Baron), nominating (Wainstein, Baron) .
- Independence: Not independent (management director) .
- Tenure on this board: Since 2023 .
- Voting structure: Prior to a business combination, only Class B holders (sponsor‑controlled) elect/remove directors; Fulton AC can elect all directors pre‑de‑SPAC .
Related‑Party Transactions and Potential Conflicts
- Sponsor services: Up to $30,000/month paid to Fulton AC for office/admin; $120,000 accrued at 12/31/24 .
- Sponsor loans: Exchange Note outstanding $296,942 at 12/31/24; convertible into warrants at $1.00/warrant with a 35% premium if exchanged into a subsequent offering; maturity the earlier of Jun 29, 2025 or de‑SPAC .
- Backstop/non‑redemption agreements: Sponsor and affiliates arranged non‑redemption and backstop agreements to support extensions; in some cases backstop investors receive trust cash consideration at closing .
- Sponsor indemnity: Fulton AC agreed to backstop Trust against certain third‑party claims down to specified per‑share floors (subject to limits) .
- Control risk: Fulton AC owned ≈95% of Class B and could influence all major votes, including business combination and charter amendments .
Risk Indicators & Red Flags
- Going concern/execution deadline: Must complete a business combination by November 15, 2025 or liquidate; auditor flagged going concern .
- Listing/liquidity risk: Nasdaq delisted in Nov 2024; Class A now trades OTCQB (CBRRF); units/warrants on OTC Expert Market (CBGGF/CBRGF), constraining liquidity and capital access .
- Governance concentration: Sponsor control (≈90.98% at record date), pre‑de‑SPAC director elections by Class B only, and ability to purchase public shares; potential conflicts versus public holders .
- Internal controls: Material weakness (liability understatement and restatement) disclosed; remediation underway .
- Dilution overhang: 22,035,138 warrants outstanding; additional contingently issuable warrants; potential further issuances to complete de‑SPAC .
- Penny stock risk: Charter amendment to remove net tangible asset minimum could subject shares to “penny stock” rules if net tangible assets fall below $5,000,001 .
Director Compensation (pre‑de‑SPAC context)
- Cash retainers: None; no cash comp to directors prior to a business combination .
- Equity for directors: Conditional RSU grant agreements for certain directors to be issued only after a successful business combination and shareholder approval of an equity plan (Silberman 50k, Baron 50k, Wiener 50k; not awarded to CEO) .
Compensation Structure Analysis
- Mix and at‑risk pay: CEO/directors receive no company cash comp pre‑de‑SPAC; founder equity and private warrants at the sponsor level concentrate value in completing a deal (strong deal‑completion incentives vs. public holder protections) .
- Metric design: No disclosed performance metrics or incentive plan pre‑de‑SPAC .
- Repricing/modifications: None disclosed .
- Governance mitigation: Sponsor lock‑ups and waiver of redemption/liquidation rights on founder shares partially align with long‑term outcomes but also heighten pressure to complete any deal before deadline .
Equity Ownership & Alignment – Key Figures
| Metric | Value | As‑of |
|---|---|---|
| Andrew Cohen beneficial ownership (through Fulton AC) – Class B shares | 3,035,000 (95.11% of Class B) | June 16, 2025 |
| Andrew Cohen % of total outstanding shares | 48.91% | June 16, 2025 |
| Sponsor private placement warrants | 7,385,000 (exercisable 30 days post‑de‑SPAC) | Current |
| Contingent loan‑conversion warrants to sponsor | 805,000 upon de‑SPAC (from $1.15m CB Co‑Investment note) | Upon de‑SPAC |
| Class A outstanding | 3,014,736 | Nov 14, 2024 proxy record |
| Class B outstanding | 3,191,000 | Nov 14, 2024 proxy record |
Investment Implications
- Alignment and pressure: Sponsor‑level founder equity and warrants (beneficially attributed to Cohen) create strong incentives to consummate a deal before the 11/15/2025 deadline—sponsor loses founder equity/warrants upon liquidation—while public holders face dilution and liquidity frictions (OTC listing, large warrant overhang) .
- Governance risk: Sponsor control (≈91% at record date) and Class B voting prerogatives prior to de‑SPAC centralize decision‑making; independent committees exist, but Cohen’s dual role (CEO/director) and sponsor control can heighten perceived conflicts .
- Execution path: With no operating metrics to judge CEO performance, the primary lever is deal quality and structure. Backstops/non‑redemption deals and sponsor Trust contributions support runway but can embed incremental costs and dilution at closing .
- Monitoring checklist: Track any definitive merger agreement, PIPE terms, warrant treatment, share issuance, redemptions, and the company’s re‑uplisting prospects; also watch remediation of internal control weaknesses and any additional sponsor financing/loans that alter incentives .