Daniel Wainstein

About Daniel Wainstein

Daniel Wainstein (age 45) is the Independent Chairman of the Board of Chain Bridge I (CBGGF), serving since December 2023. He co‑founded Keystone Capital Partners in 2019 and focuses on structuring equity and debt investments for public and private companies; he holds a B.A. and J.D. from Hofstra University . The Board has determined Wainstein is an independent director under OTCQB and SEC rules .

Past Roles

External Roles

Board Governance

• Role: Independent Chairman of the Board; Class I director (term expires at first annual meeting) .
• Independence: Board determined Wainstein is independent .
• Committee assignments:
  • Nominating Committee: Chair; members Wainstein and Paul Baron .
  • Audit Committee: Members are Paul Baron (Chair), Lewis Silberman, Oliver Wiener; Wainstein is not a member .
  • Compensation Committee: Members are Lewis Silberman (Chair) and Paul Baron (2023 disclosure); Wainstein is not a member .
• Executive sessions: Independent directors hold regularly scheduled meetings without management .
• Attendance: Not disclosed in available filings.

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Sponsor/Shareholder links: Fulton AC I LLC is the record holder of 3,035,000 Class B founder shares; Andrew Cohen may be deemed the beneficial owner via CREO (manager). Wainstein indirectly owns ~40% of Fulton AC through Seven Knots, LLC and Keystone Capital Partners, LLC but has no control over voting/dispositive decisions (made solely by CREO) and expressly disclaims beneficial ownership (beyond any pecuniary interest) .
• Committee responsibilities include oversight of related‑party transactions via the Audit Committee charter .

Expertise & Qualifications

• Education: B.A. and J.D., Hofstra University .
• Experience: 22+ years in financial markets, principal investing; led Keystone in alternative public offerings, PIPEs, and structured finance transactions .
• Board skills: Chairs Nominating; independence affirmed; Board classified into three staggered classes .

Equity Ownership

Related‑Party & Conflict Analysis

• Fulton AC financing and services:
  • Exchange Note: Up to $1.5M unsecured, non‑interest bearing note (maturity extended; convertible to warrants at $1.00 at Fulton AC’s discretion). $585,076 provided as of the record date .
  • Services Agreement: Up to $30,000/month for office space/admin; $180,000 accrued as of the record date .
  • Contributions: Fulton AC made monthly contributions to the Trust ($4,557.36/month through Oct 15, 2025, then $0.01/share/month from Nov 16, 2025 if extension approved) .
  • Dissolution support: Agreement to reimburse Trust up to $100,000 for dissolution expenses .
• Sponsor economic interests: Fulton AC, Chain Bridge Group, and CB Co‑Investment hold founder shares and private warrants that become worthless if no business combination is completed, creating potential incentive misalignment with redemption/liquidation outcomes .
• Corporate opportunity waiver: Articles expressly renounce corporate opportunities for the Investor Group and its related persons, limiting fiduciary duties regarding overlapping opportunities—important for assessing conflicts .
• Independence mitigants: Nominating Chair role and Audit Committee oversight; Board formally independent for Wainstein .

Shareholder Engagement Signal

Risk Indicators & RED FLAGS

• Material weakness/non‑reliance: Audit Committee concluded Q3 2024 interim financials should not be relied upon due to an error in a bridge financing note; management determined a material weakness in ICFR, and changed auditors in April 2025 .
• Heavy insider control: As of the record date, insiders and affiliates held ~90.98% of outstanding ordinary shares, enabling control of outcomes and potentially limiting minority influence .
• Sponsor/Board economic ties: Fulton AC financing, services, and contributions intertwined with governance; Wainstein’s indirect equity interest in Fulton AC (even with beneficial ownership disclaimer) creates perceived conflicts around extension/redemption decisions .
• Market/listing risks: Securities delisted from Nasdaq to OTC, with reduced liquidity and increased financing difficulty .

Governance Assessment

• Positives:
  • Independent Chairman; independence affirmed for Wainstein .
  • Clear committee structure; Wainstein chairs Nominating; Audit Committee chartered with oversight of related‑party transactions .
  • Shareholder transparency on extension/redemption mechanics; strong affirmative vote for 2025 extension .
• Concerns:
  • Material weakness and auditor change signal control/reporting deficiencies in 2024–2025, raising oversight questions for the board .
  • Extensive sponsor financing and services with Fulton AC, combined with Wainstein’s indirect equity interest, present conflict optics; Articles include corporate opportunity waivers favoring Investor Group .
  • Insider voting power (~90.98%) and sponsor economics may over‑weight extension vs. liquidation outcomes relative to public holders’ preferences .

Implication: Governance confidence depends on the board’s handling of ICFR remediation and robust oversight of sponsor‑related arrangements. Wainstein’s independence and Nominating leadership are positives, but perceived conflicts from Fulton AC ties require continued, transparent Audit Committee oversight and clear disclosure of any director‑linked economic interests .