CHAIN BRIDGE BANCORP INC

S-11 d807354ds1.htm S-1

As filed with the Securities and Exchange Commission on September 13, 2024

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

1445-A Laughlin Avenue

McLean, VA 22101

**(703)-748-2005 **

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Rachel G. Miller

Senior Vice President, Counsel & Corporate Secretary

1445-A Laughlin Avenue

McLean, VA 22101

**(703)-748-2005 **

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public:As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy, these securities in any jurisdiction where such offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated , 2024

PROSPECTUS

** Shares**

Class A Common Stock

This is the initial public offering of shares of Class A common stock, par value $0.01 per share, of Chain Bridge Bancorp, Inc. We are offering shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share of our Class A common stock will be between $ and $ per share. We have applied to list our Class A common stock on The New York Stock Exchange (the “NYSE”) under the symbol “CBNA.”

Following this offering, we will have two classes of common stock, Class A common stock and Class B common stock. The rights of Class A common stock and Class B common stock will be identical, except voting and conversion rights. Each share of Class A common stock will be entitled to one vote. Each share of Class B common stock will be entitled to 10 votes and is convertible at any time into one share of Class A common stock. Prior to the completion of this offering, all of the shares of old common stock (as defined herein) held by our pre-IPO investors (as defined herein), including members of the Fitzgerald Family (as defined herein), will be reclassified into shares of Class B common stock. Immediately following this offering, holders of our outstanding Class B common stock are expected to hold in the aggregate approximately % of the combined voting power of our common stock (with members of the Fitzgerald Family expected to beneficially own in the aggregate approximately % of the combined voting power). The dual-class structure of our common stock will have the effect of concentrating voting power with the holders of our Class B common stock, including the members of the Fitzgerald Family. Accordingly, those owners, if voting in the same manner, would be able to control the election of our board of directors and therefore limit your ability to influence corporate matters. No member of the Fitzgerald Family or other pre-IPO investor is a party to any voting agreement or other arrangement or understanding regarding the voting of our shares. As a result, we do not believe we are a “controlled company” within the meaning of the NYSE corporate governance listing standards and have no present intention to be treated as a controlled company in the future. Our amended and restated certificate of incorporation will provide certain protections for the holders of Class A common stock. See “Description of Capital Stock.”

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Shares of our common stock are not saving accounts, deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

Investing in our Class A common stock involves significant risks. See “Risk Factors” beginning on page 27 of this prospectus for a discussion of certain risks you should consider before deciding to invest in our Class A common stock.

Neither the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to our directors, executive officers and employees. See “Underwriting — Directed Share Program.”

We have granted the underwriters an option to purchase up to an additional shares of our Class A common stock at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares of Class A common stock against payment on or about , 2024.

The date of this prospectus is , 2024.