UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41047 CHAIN BRIDGE I (Exact name of registrant as specified in its charter) | Cayman Islands | 95-1578955 | | --- | --- | | (State or other ...

[Part I: Business and Risk Factors](index=9&type=section&id=Part%20I) This section details the company's status as a SPAC, its business combination strategy, and the significant risks it faces, including the liquidation deadline and delisting [Business Overview](index=9&type=section&id=Item%201.%20Business) Chain Bridge I, a SPAC, faces a November 15, 2025, business combination deadline, having recently terminated its agreement with Phytanix Bio and seen its control shift to Fulton AC, leading to Nasdaq delisting - The company is a blank check company with a deadline to complete an initial business combination by **November 15, 2025**, following a shareholder-approved extension[58](index=58&type=chunk)[96](index=96&type=chunk) - On April 7, 2025, the company mutually agreed to terminate its Business Combination Agreement with Phytanix Bio, which was originally signed on July 22, 2024[41](index=41&type=chunk)[52](index=52&type=chunk) - In December 2023, Fulton AC acquired a controlling interest from the original sponsors (CBG and CB Co-Investment), taking over **3,035,000 Class B Shares** and warrants to purchase **7,385,000 Class A Shares**[25](index=25&type=chunk) - As of June 16, 2025, approximately **$5.41 million** is held in the trust account, with **3,014,736 Class A** and **3,191,000 Class B** ordinary shares outstanding following multiple redemptions[60](index=60&type=chunk)[61](index=61&type=chunk) [Business Combination Strategy and Criteria](index=17&type=section&id=Business%20Combination%20Strategy) The company seeks a growth-oriented, market-leading target across high-growth and traditional sectors, prioritizing scalable models, strong management, and competitive advantages - The company's search for a target will span high-growth areas such as technology, software, biotechnology, and digital assets, as well as traditional sectors like industrials, business services, and healthcare services[64](index=64&type=chunk) - Key evaluation criteria for a potential business combination target include a scalable business model with strong unit economics, sector leadership, strong competitive dynamics, and readiness to become a listed company[66](index=66&type=chunk)[68](index=68&type=chunk)[73](index=73&type=chunk) [Redemption and Liquidation Process](index=27&type=section&id=Redemption%20and%20Liquidation) Public shareholders can redeem Class A shares for a pro-rata portion of the trust account, with liquidation by November 15, 2025, if no business combination is completed, potentially at an estimated $11.88 per share - If a business combination is not consummated by **November 15, 2025**, the company will redeem all public shares and liquidate, with an estimated redemption price of approximately **$11.88 per share**, less potential dissolution expenses and taxes[96](index=96&type=chunk)[136](index=136&type=chunk) - Shareholders seeking redemption must tender their shares electronically or physically to the transfer agent up to two business days prior to the shareholder vote[128](index=128&type=chunk) - Fulton AC has agreed to indemnify the company for claims by vendors or prospective partners that could reduce the trust account below **$11.90 per share**, though this indemnity has limitations and Fulton AC's ability to satisfy it has not been verified[141](index=141&type=chunk)[142](index=142&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including its lack of operating history, potential failure to complete a business combination by the deadline, Nasdaq delisting, and conflicts of interest - The company may not be able to consummate an initial business combination by the **November 15, 2025** deadline, which would result in liquidation and the expiration of warrants[178](index=178&type=chunk) - The company's securities have been delisted from Nasdaq and now trade on OTC Markets, which could adversely affect liquidity and the ability to resell securities[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) - There is a risk the company could be deemed an investment company under the Investment Company Act, which would require it to cease operations and liquidate if not resolved[211](index=211&type=chunk)[212](index=212&type=chunk) - Sponsor Fulton AC will lose its entire investment if a business combination is not completed, creating a potential conflict of interest in selecting a target and completing a transaction[248](index=248&type=chunk) [Cybersecurity](index=73&type=section&id=Item%201C.%20Cybersecurity) As a SPAC with no operations, the company perceives minimal cybersecurity risk, has no formal program, and has reported no incidents since its IPO - The company states it does not face significant cybersecurity risk due to its nature as a SPAC with no operations and has not adopted a formal risk management program[309](index=309&type=chunk) [Part II: Market, MD&A, and Controls](index=74&type=section&id=Part%20II) This section covers the company's delisted securities, its financial performance including a net loss and going concern issues, and identified material weaknesses in internal controls [Market for Common Equity and Related Matters](index=74&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities were delisted from Nasdaq on November 19, 2024, due to failure to complete a business combination, now trading on OTC markets with no dividends paid - On **November 19, 2024**, the company's securities were delisted from Nasdaq for failing to meet the 36-month deadline for a business combination[314](index=314&type=chunk)[315](index=315&type=chunk) - Following delisting, Class A shares began trading on OTCQB ('CBRRF'), and warrants and units on the OTC Expert Market ('CBRGF' and 'CBGGF')[316](index=316&type=chunk) [Management's Discussion and Analysis (MD&A)](index=75&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a **$1.4 million** net loss in 2024, a significant shift from 2023's **$7.6 million** net income, with a working capital deficit raising going concern doubts [Liquidity and Going Concern](index=75&type=section&id=Liquidity%20and%20Going%20Concern) As of December 31, 2024, the company's **$884,195** working capital deficit and November 15, 2025, liquidation deadline raise substantial doubt about its ability to continue as a going concern - As of **December 31, 2024**, the company had a working capital deficit of **$884,195**[326](index=326&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to its liquidity condition and the mandatory liquidation deadline of **November 15, 2025**[329](index=329&type=chunk) [Results of Operations](index=75&type=section&id=Results%20of%20Operations) The company experienced a **$1.4 million** net loss in fiscal year 2024, a reversal from **$7.6 million** net income in 2023, primarily due to increased general and administrative expenses Results of Operations Comparison (in thousands) | Description | FY 2024 | FY 2023 | | :--- | :--- | :--- | | General and administrative expenses | $ (2,183) | $ (1,319) | | Investment Income on Trust Account | $ 734 | $ 5,414 | | Change in fair value of derivative liabilities | $ 24 | $ 2,103 | | **Net (Loss) Income** | **$ (1,424)** | **$ 7,624** | [Controls and Procedures](index=79&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of December 31, 2024, due to a material weakness involving inadequate liability review and reconciliation - Management concluded that disclosure controls and procedures were not effective as of **December 31, 2024**[353](index=353&type=chunk) - A material weakness was identified related to the adequate review and reconciliation of liabilities, which led to a **$200,000** understatement of the Bridge Financing Note liability in the Q3 2024 10-Q[358](index=358&type=chunk)[359](index=359&type=chunk) - Remediation efforts include expanding the review process for complex securities and enhancing access to accounting professionals and literature[360](index=360&type=chunk) [Part III: Governance, Compensation, and Ownership](index=82&type=section&id=Part%20III) This section outlines the company's corporate governance, executive compensation practices, beneficial ownership structure, related party transactions, and changes in principal accounting firms [Directors, Executive Officers, and Corporate Governance](index=82&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's governance structure includes a five-member board with four independent directors, three standing committees, a Code of Ethics, and potential conflicts of interest related to management's other ventures Executive Officers and Directors | Name | Position | | :--- | :--- | | Daniel Wainstein | Chairman of the Board | | Andrew Cohen | Chief Executive Officer and Director | | Andrew Kucharchuk | Chief Financial Officer | | Lewis Silberman | Director | | Paul Baron | Director | | Oliver Wiener | Director | - The Board has determined that Messrs. Wainstein, Silberman, Baron, and Wiener are independent directors[386](index=386&type=chunk) - The company has adopted a Code of Ethics but does not have an insider trading policy due to limited resources[397](index=397&type=chunk)[399](index=399&type=chunk) [Executive Compensation](index=91&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation is paid to executive officers or directors, but the company reimburses its sponsor, Fulton AC, up to **$30,000** monthly for administrative services and out-of-pocket expenses - No cash compensation has been paid to executive officers or directors for services rendered[415](index=415&type=chunk) - The company reimburses sponsor Fulton AC up to **$30,000** per month for office space and administrative support[415](index=415&type=chunk) [Security Ownership](index=92&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) As of June 16, 2025, Fulton AC I LLC is the largest beneficial owner, holding **95.11%** of Class B shares and approximately **49.91%** of total outstanding shares Beneficial Ownership of Key Parties (as of June 16, 2025) | Name of Beneficial Owner | Class B Shares Owned | % of Class B | Class A Shares Owned | % of Class A | % of Total Outstanding | | :--- | :--- | :--- | :--- | :--- | :--- | | Fulton AC I LLC | 3,035,000 | 95.11% | — | — | 49.91% | | Chain Bridge Group | — | * | 1,983,335 | 65.79% | 31.96% | | CB Co-Investment LLC | — | — | 575,665 | 19.10% | 9.28% | | All officers and directors as a group | 3,035,000 | 95.11% | — | — | 48.91% | [Related Party Transactions](index=94&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The company engages in several related party transactions with its sponsor, Fulton AC, including monthly administrative fees, expense reimbursements, and potential working capital loans convertible into warrants - The company pays Fulton AC up to **$30,000** per month for office space and administrative services[429](index=429&type=chunk) - Fulton AC has agreed to reimburse the Trust Account up to **$100,000** for dissolution expenses if the company liquidates[432](index=432&type=chunk) - Fulton AC or its affiliates may provide working capital loans up to **$1.5 million**, which are convertible into warrants at **$1.00** per warrant[433](index=433&type=chunk) [Principal Accountant Fees and Services](index=95&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company changed its independent auditor to RBSM, LLP on April 5, 2025, with former auditor Frank, Rimerman & Co. LLP billing **$176,390** for 2024 audit fees - The company changed its independent auditor from Frank, Rimerman & Co. LLP to RBSM, LLP on **April 5, 2025**[436](index=436&type=chunk) Audit Fees | Auditor | FY 2024 Fees | FY 2023 Fees | | :--- | :--- | :--- | | Frank Rimerman & Co LLP (Former) | $176,390 | $119,655 | | RBSM, LLP (Current) | $0 | $0 | [Financial Statements](index=102&type=section&id=Financial%20Statements) This section presents the company's financial statements, including the auditor's going concern opinion, balance sheet highlights, statement of operations, and detailed notes on key accounting policies and events [Independent Auditor's Report](index=103&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes a "Going Concern" paragraph, citing recurring losses, a working capital deficit, and the mandatory liquidation date as raising substantial doubt about the company's ability to continue operations - The auditor's report contains a "Going Concern" paragraph, citing recurring losses, a working capital deficit, and the mandatory liquidation date as raising substantial doubt about the company's ability to continue operations[464](index=464&type=chunk) [Financial Statements Data](index=104&type=section&id=Financial%20Statements%20Data) As of December 31, 2024, the company reported total assets of **$5.4 million**, total liabilities of **$2.5 million**, and a shareholders' deficit of **$2.2 million**, with a net loss of **$1.4 million** for the year Balance Sheet Highlights (as of Dec 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | Cash | $129,598 | $3,898 | | Investments held in Trust Account | $5,285,060 | $45,356,234 | | **Total Assets** | **$5,442,658** | **$45,363,280** | | Total Liabilities | $2,494,770 | $186,820 | | Class A ordinary shares subject to possible redemption | $5,185,060 | $45,256,234 | | **Total Shareholders' Deficit** | **$(2,237,172)** | **$(79,774)** | Statement of Operations Highlights (Year Ended Dec 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | Loss from operations | $(2,182,923) | $(1,319,471) | | Income from investments held in Trust Account | $733,829 | $5,414,145 | | Change in fair value of derivative liabilities | $24,260 | $2,103,247 | | **Net (Loss) Income** | **$(1,423,569)** | **$7,623,957** | [Selected Notes to Financial Statements](index=108&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SPAC history, extensions, sponsorship change, going concern uncertainty, terminated business combination, and accounting for complex financial instruments and related party transactions - The company has until **November 15, 2025**, to consummate a Business Combination, or it must liquidate, contributing to the going concern uncertainty[551](index=551&type=chunk)[555](index=555&type=chunk) - The Business Combination Agreement with Phytanix Bio, signed in July 2024, was terminated on **April 7, 2025**[651](index=651&type=chunk)[660](index=660&type=chunk) - Warrants are accounted for as derivative liabilities and are re-measured to fair value at each reporting period, with changes impacting the statement of operations[575](index=575&type=chunk)[576](index=576&type=chunk) - Class A ordinary shares subject to redemption are classified as temporary equity and adjusted to their redemption value at each reporting period, with the adjustment impacting additional paid-in capital and accumulated deficit[581](index=581&type=chunk)[586](index=586&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Condensed Interim Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Interim%20Financial%20Statements) The unaudited condensed interim financial statements for Chain Bridge I as of September 30, 2024, reflect reduced Trust Account assets, a Q3 2024 net income of approximately $624,000, and a nine-month net loss of approximately $1.1 million, with notes detailing its SPAC status and pending business combination [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2024, total assets decreased to approximately **$12.1 million** from **$45.4 million** due to share redemptions, while liabilities increased to **$2.46 million**, resulting in a **$1.78 million** shareholders' deficit Condensed Balance Sheet Data (Unaudited) | Balance Sheet Items | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $428,625 | $3,898 | | Investments held in Trust Account | $11,510,382 | $45,356,234 | | **Total Assets** | **$12,093,253** | **$45,363,280** | | **Liabilities** | | | | Total current liabilities | $1,069,222 | $68,495 | | Exchange Note | $296,942 | $— | | Bridge Financing Note | $863,235 | $— | | Derivative liabilities | $220,500 | $112,460 | | **Total Liabilities** | **$2,461,399** | **$186,820** | | **Class A ordinary shares subject to possible redemption** | $11,410,382 | $45,256,234 | | **Total shareholders' deficit** | **($1,778,528)** | **($79,774)** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For Q3 2024, the company reported a net income of **$623,976** driven by derivative gains, contrasting with a **$471,827** net loss in Q3 2023, while the nine-month period saw a **$1,061,871** net loss in 2024 versus a **$4,141,812** net income in 2023 Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Loss from operations | ($451,658) | ($260,242) | ($1,585,079) | ($1,203,668) | | Change in fair value of derivative liabilities | $882,000 | ($790,817) | ($108,040) | $451,707 | | Income from investments held in Trust Account | $147,634 | $575,592 | $636,883 | $4,826,979 | | **Net Income (Loss)** | **$623,976** | **($471,827)** | **($1,061,871)** | **$4,141,812** | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, net cash used in operations was **$735,450**, while investing activities provided **$34.5 million** from Trust Account withdrawals, and financing activities used **$33.3 million** for share redemptions, increasing cash to **$428,625** Cash Flow Summary for Nine Months Ended September 30 (Unaudited) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($735,450) | ($827,695) | | Net cash provided by investing activities | $34,482,735 | $197,854,025 | | Net cash used in financing activities | ($33,322,558) | ($197,109,425) | | **Net change in cash** | **$424,727** | **($83,095)** | | **Cash at end of period** | **$428,625** | **$33,225** | [Notes to Unaudited Condensed Interim Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Interim%20Financial%20Statements) The notes detail the company's SPAC formation, IPO, and operational activities, including business combination extensions, shareholder redemptions, new financing, the definitive agreement with Phytanix Bio, Nasdaq delisting, and substantial doubt about its ability to continue as a going concern - The company is a blank check company formed to effect a business combination. Its activity through September 30, 2024, relates to its formation, IPO, and search for a business combination[24](index=24&type=chunk)[25](index=25&type=chunk) - On July 22, 2024, the Company entered into a Business Combination Agreement with **Phytanix Bio**, a Nevada corporation. The transaction is expected to close in **Q4 2024**, subject to shareholder approval and other conditions[153](index=153&type=chunk)[156](index=156&type=chunk) - In **November 2024**, **Nasdaq** suspended trading of the Company's securities and initiated **delisting** procedures because the company failed to complete its initial business combination within the required 36 months. The securities are now eligible to trade on the **OTC markets**[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) - Management has determined that the company's liquidity condition and the mandatory liquidation date of **November 15, 2025**, raise **substantial doubt** about its ability to continue as a **going concern**[82](index=82&type=chunk)[221](index=221&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-business combination SPAC status, highlighting a **$486,351** working capital deficit and **$428,625** cash as of September 30, 2024, and confirms substantial doubt about its going concern ability given the November 15, 2025, deadline, while attributing Q3 2024 net income to derivative gains and the nine-month net loss to operating expenses - As of September 30, 2024, the company had cash of **$428,625** and a working capital deficit of **$486,351**[218](index=218&type=chunk) - The company has until **November 15, 2025**, to consummate an initial Business Combination, failing which it must liquidate. This condition raises **substantial doubt** about its ability to continue as a **going concern**[220](index=220&type=chunk)[221](index=221&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **Q3 2024** | ~$624,000 | Gain on fair value of derivative liabilities (~$882k), offset by G&A expenses (~$452k) | | **Q3 2023** | ~($472,000) | Loss on fair value of derivative liabilities (~$791k) and G&A expenses (~$260k) | | **Nine Months 2024** | ~($1.1 million) | G&A expenses (~$1.6M) and loss on fair value of derivatives (~$110k), partially offset by trust income (~$637k) | | **Nine Months 2023** | ~$4.1 million | Gain on fair value of derivatives (~$452k) and significant trust income (~$4.8M) | - The company is an '**emerging growth company**' and has elected to use the **extended transition period** for complying with new or revised financial accounting standards[242](index=242&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - Disclosure is **not required** for **smaller reporting companies**[244](index=244&type=chunk) [Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of September 30, 2024, with no material changes reported during the quarter - Based on an evaluation as of **September 30, 2024**, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective**[247](index=247&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of **September 30, 2024**[248](index=248&type=chunk) - There were **no changes** to internal control over financial reporting during the quarter ended September 30, 2024, that **materially affected**, or are reasonably likely to materially affect, internal controls[249](index=249&type=chunk) [PART II. OTHER INFORMATION](index=60&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[252](index=252&type=chunk) [Risk Factors](index=60&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the Risk Factors section of its Annual Report on Form 10-K filed on March 29, 2024, for a discussion of important risk factors - The report directs readers to the risk factors described in the **Annual Report on Form 10-K** filed on **March 29, 2024**[253](index=253&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds from registered securities for the period - None[254](index=254&type=chunk) [Other Information](index=60&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[257](index=257&type=chunk) [Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including the Third Amended and Restated Memorandum and Articles of Incorporation, forms of the Exchange Note and Bridge Financing Note, and officer certifications - Key exhibits filed include: - **Third Amended and Restated Memorandum and Articles of Incorporation** - Form of **Exchange Note** - Form of **Bridge Financing Note** - **Certifications by the Principal Executive Officer and Principal Financial Officer**[261](index=261&type=chunk)

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of approximately $448,000, with general and administrative expenses of approximately $563,000[143]. - For the six months ended June 30, 2024, the company had a net loss of approximately $1.7 million, which included a loss from the change in fair value of derivative liabilities of approximately $1.0 million[145]. - The company had a net income of approximately $1.8 million for the three months ended June 30, 2023, driven by a net gain from the change in fair value of derivative liabilities of approximately $790,000[144]. - The company reported a net income of approximately $4.6 million for the six months ended June 30, 2023, primarily from investment income on the Trust Account of approximately $4.3 million[146]. Liquidity and Capital Structure - As of June 30, 2024, the company had cash of $2,267 and a working capital deficit of $897,928[139]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern[142]. - The company has a working capital loan agreement that may provide additional financing for transaction costs related to a Business Combination[140]. Business Operations and Future Plans - The company has until November 15, 2024, to consummate an initial Business Combination, after which it must cease operations if not completed[141]. Derivative Liabilities - As of June 30, 2024, the fair value of converted loans was $57,500, included in contingently issuable private placement warrants[140]. - The company recognized 22,050,000 warrants as derivative liabilities, which are subject to re-measurement at each balance sheet date[149]. Internal Control and Legal Proceedings - Management assessed the effectiveness of internal control over financial reporting as of June 30, 2024, concluding it was effective[162]. - No changes to internal control over financial reporting occurred during the fiscal quarter ended June 30, 2024, that materially affected or are likely to materially affect internal control[162]. - There were no legal proceedings reported during this period[164].

Company Overview - Phytanix Bio is a preclinical stage pharmaceutical company focused on developing therapeutics based on cannabinoid and cannabinoid-like molecules [1][15] - The company was founded by former members of GW Pharmaceuticals, leveraging their extensive experience and intellectual property to create innovative therapies for serious unmet medical needs [15] Strategic Vision and Growth Potential - The newly released investor deck outlines Phytanix Bio's strategic vision, scientific advancements, and growth potential as it progresses towards next-generation cannabinoid medicines [1][10] - The global cannabis pharmaceuticals market was estimated at USD 3.4 billion in 2023 and is projected to grow at a CAGR of 53.3% from 2024 to 2030, indicating significant market opportunities for Phytanix Bio [13] Scientific and Clinical Progress - The investor deck provides detailed updates on the company's preclinical studies, research collaborations, and upcoming clinical milestones [14] - Phytanix Bio is developing lead product candidates aimed at treating treatment-resistant facial seizures and Painful Bladder Syndrome (PBS) [14] Intellectual Property Portfolio - The company holds exclusive intellectual property related to cannabinoid and cannabinoid-like medicines, including patents and proprietary technologies [14] Management Team - The leadership team includes experienced professionals such as CEO Barrett Evans, COO Colin Stott, and Chief Legal Officer Dominic Schiller, all of whom are former key members of GW Pharmaceuticals [14] Business Combination Agreement - Phytanix Bio has entered into a Business Combination Agreement with Chain Bridge I (Nasdaq: CBRG), a blank-check company, to facilitate a merger or similar business combination [3][10]

Core Insights - Phytanix Bio is a preclinical stage pharmaceutical company focused on developing cannabinoid and cannabinoid-like therapeutics, with a new investor deck highlighting its strategic vision and growth potential [1][18]. Strategic Vision and Mission - The company is committed to creating innovative therapies that address serious unmet medical needs using cannabinoid and cannabinoid-like molecules [2]. Scientific and Clinical Progress - Updates on preclinical studies, research collaborations, and upcoming clinical milestones are provided, showcasing the company's advancements in cannabinoid-based medicine [2]. Intellectual Property Portfolio - Phytanix Bio holds exclusive intellectual property related to cannabinoid and cannabinoid-like medicines, including patents and proprietary technologies [2]. Management Team - The leadership team includes experienced professionals such as CEO Barrett Evans, COO Colin Stott, and Chief Legal Officer Dominic Schiller, all of whom have backgrounds with GW Pharmaceuticals [2]. Market Opportunities - The company is analyzing market potential for its lead product candidates, particularly in treating treatment-resistant facial seizures and Painful Bladder Syndrome (PBS) [2]. Financial Overview - Information regarding the company's financial position, recent funding, and future financing strategies is included, indicating a proactive approach to securing capital for growth [2]. Industry Context - The global cannabis pharmaceuticals market was valued at USD 3.4 billion in 2023 and is projected to grow at a compound annual growth rate (CAGR) of 53.3% from 2024 to 2030, highlighting significant growth opportunities in the sector [13].

Company Overview - Phytanix Bio is a preclinical stage pharmaceutical company focused on developing therapeutics based on cannabinoid and cannabinoid-like molecules, founded by former members of GW Pharmaceuticals [1][10] - The company holds exclusive intellectual property related to cannabinoid medicines [1] Transaction Details - A definitive business combination agreement has been announced between Phytanix Bio and Chain Bridge I (CBRG), with a pre-deal valuation of $58 million for Phytanix Bio, plus $17 million in preferred stock and $4.4 million in short-term debt [1] - The transaction is expected to close in the fourth quarter of 2024, with the new company to be named Phytanix Inc. and listed on Nasdaq under the ticker "PHYX" [1][7] Leadership and Management - The combined company will be led by Barrett Evans as CEO, Colin Stott as COO, and Dominic Schiller overseeing legal and IP strategy [2] - The leadership team has extensive experience in cannabinoid-based medicine, having previously contributed to the development of Sativex® and Epidiolex® [3] Product Development Focus - Phytanix aims to develop a new generation of cannabinoid medicines targeting serious unmet medical needs, including treatment-resistant facial seizures and Painful Bladder Syndrome (PBS) [4] - The company plans to utilize botanically inspired active pharmaceutical ingredients to create new mechanisms of action and intellectual property across various therapeutic areas [3] Financial Aspects - Upon closing, Phytanix expects to receive up to $11 million in cash held in trust, with no minimum cash condition for the business combination [5] - The parties intend to seek additional financing through convertible preferred stock following the signing of the agreement [6] Regulatory and Compliance - The transaction has been unanimously approved by the Boards of Directors of both Phytanix Bio and CBRG, pending shareholder approval [7] - CBRG will file a registration statement on Form S-4 with the SEC, including a proxy statement/prospectus regarding the proposed transaction [8]

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed interim financial statements for Chain Bridge I, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes [Item 1. Condensed Interim Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Interim%20Financial%20Statements) This section presents the unaudited condensed interim financial statements for Chain Bridge I for the quarter ended March 31, 2024, reflecting a significant reduction in assets and a net loss [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2024, total assets decreased to **$11.2 million** from **$45.4 million**, primarily due to share redemptions, while total liabilities increased and shareholders' deficit widened Condensed Balance Sheet Data (unaudited) | Financial Metric | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Investments held in Trust Account | $11,192,019 | $45,356,234 | | Total Assets | $11,242,967 | $45,363,280 | | **Liabilities & Equity** | | | | Total Liabilities | $1,812,453 | $186,820 | | Class A ordinary shares subject to possible redemption | $11,092,019 | $45,256,234 | | Total shareholders' deficit | $(1,661,505) | $(79,774) | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the three months ended March 31, 2024, the company reported a net loss of approximately **$1.24 million**, contrasting with a net income of **$2.81 million** in the prior year, driven by derivative liability changes Statements of Operations Summary (For the three months ended March 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | General and administrative expenses | $510,056 | $234,924 | | Change in fair value of derivative liabilities | $(990,040) | $449,703 | | Income from investments held in Trust Account | $343,520 | $2,613,317 | | **Net (Loss) Income** | **$(1,238,211)** | **$2,808,136** | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the first three months of 2024, operating activities used cash, while investing activities provided cash from Trust Account withdrawals, and financing activities used cash for share redemptions Cash Flow Summary (For the three months ended March 31, 2024) | Activity | Net Cash Flow | | :--- | :--- | | Net cash used in operating activities | $(149,102) | | Net cash provided by investing activities | $34,507,735 | | Net cash (used in) financing activities | $(34,357,416) | | **Net change in cash** | **$1,217** | | **Cash at end of period** | **$5,115** | [Notes to Unaudited Condensed Interim Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Interim%20Financial%20Statements) The notes detail the company's blank check status, business combination deadline, significant share redemptions, new sponsor agreement, and substantial doubt about its going concern ability - The company is a blank check company formed to effect a business combination and has until **November 15, 2024**, to do so, or it will be required to liquidate[11](index=11&type=chunk)[82](index=82&type=chunk) - In February 2024, shareholders approved extending the business combination deadline, triggering the redemption of **3,144,451 Class A shares** for an aggregate of approximately **$34.5 million** from the Trust Account[20](index=20&type=chunk)[60](index=60&type=chunk) - Due to the liquidity condition and the mandatory liquidation date, management has concluded there is **substantial doubt** about the Company's ability to continue as a going concern[25](index=25&type=chunk)[167](index=167&type=chunk) - On December 29, 2023, Fulton AC I LLC acquired a controlling interest from the original sponsors and agreed to provide a working capital loan of up to **$1.5 million**[43](index=43&type=chunk)[72](index=72&type=chunk)[244](index=244&type=chunk) - On May 9, 2024, the company exchanged the existing Fulton AC Note for a New Note, extending the maturity date to **June 29, 2025**, and adding a provision for conversion into future securities at a **35% premium**; as of May 10, 2024, **$296,665** was outstanding under the New Note[179](index=179&type=chunk)[180](index=180&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=41&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's financial condition as a pre-business combination SPAC, highlighting the Q1 2024 net loss, working capital deficit, and going concern doubt Financial Condition as of March 31, 2024 | Metric | Value | | :--- | :--- | | Cash | $5,115 | | Working Capital Deficit | $451,186 | - The company's entire activity since inception has been in preparation for its Initial Public Offering and the subsequent search for a Business Combination, and it will not generate operating revenues until a business combination is completed[168](index=168&type=chunk) - The company is an "emerging growth company" under the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards[80](index=80&type=chunk)[195](index=195&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company, as a smaller reporting company, is not required to provide these disclosures - This disclosure is not required for smaller reporting companies[216](index=216&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of March 31, 2024, with no material changes - Based on an evaluation as of **March 31, 2024**, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[217](index=217&type=chunk) - Management assessed the effectiveness of internal control over financial reporting and concluded it was effective as of **March 31, 2024**[218](index=218&type=chunk) - There were no changes to internal control over financial reporting during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[219](index=219&type=chunk) [PART II — OTHER INFORMATION](index=47&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section provides other information, including legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[199](index=199&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) The report refers readers to the risk factors section of the company's Annual Report on Form 10-K for a discussion of important factors - The company refers to the risk factors described in its Annual Report on Form 10-K filed with the SEC on **March 29, 2024**[200](index=200&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds from registered securities for the period - None[201](index=201&type=chunk) [Item 6. Exhibits.](index=48&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including an Exchange Agreement, certifications, and interactive data files - The exhibits filed with the report include the Exchange Agreement, CEO and CFO certifications (Sections 302 and 906), and XBRL data files[206](index=206&type=chunk)[221](index=221&type=chunk) [SIGNATURES](index=49&type=section&id=SIGNATURES) The quarterly report was signed on May 14, 2024, by the Chief Executive Officer and Chief Financial Officer of Chain Bridge I - The report was duly signed and authorized on **May 14, 2024**[209](index=209&type=chunk) - Signatories include **Andrew Cohen** (Chief Executive Officer) and **Andrew Kucharchuk** (Chief Financial Officer)[224](index=224&type=chunk)

Part I - Business and Risk Factors [Business Overview](index=10&type=section&id=Item%201.%20Business) Chain Bridge I, a Cayman Islands SPAC, is under new sponsorship, seeking a business combination by November 15, 2024 - The company is a Special Purpose Acquisition Company (SPAC) formed to effect a merger, share exchange, or similar business combination[318](index=318&type=chunk) - On December 29, 2023, Fulton AC I LLC acquired a controlling interest from the original sponsors, Chain Bridge Group (CBG) and CB Co-Investment, resulting in a new management team and board[34](index=34&type=chunk)[657](index=657&type=chunk)[817](index=817&type=chunk) - The deadline to consummate an initial business combination was extended to November 15, 2024. If a deal is not completed by then, the company will liquidate and redeem public shares[150](index=150&type=chunk)[120](index=120&type=chunk)[5](index=5&type=chunk) Financial Snapshot | Financial Snapshot | Amount | | :--- | :--- | | **IPO Gross Proceeds (Nov 2021)** | $230 million | | **Trust Account Balance (Mar 26, 2024)** | ~$11.18 million | | **Redemption Price Per Share (Approx.)** | ~$11.00 | [Business Combination Strategy and Criteria](index=14&type=section&id=Business%20Combination%20Strategy%20and%20Criteria) The company seeks to merge with a growth-oriented, market-leading business, prioritizing scalability and competitive advantages - The company's search for a target spans high-growth sectors including technology, software, biotechnology, and digital assets, as well as traditional sectors like industrials, business services, and healthcare services[59](index=59&type=chunk) - Key criteria for a target business include: * Leadership in its sector with a proven track record * A scalable business model with strong unit economics * Readiness to become a listed company * Strong competitive dynamics and barriers to entry[74](index=74&type=chunk)[86](index=86&type=chunk)[66](index=66&type=chunk) [Initial Business Combination Process](index=17&type=section&id=Initial%20Business%20Combination%20Process) The company must complete a business combination valued at **80%** of trust assets by November 15, 2024, or liquidate - Nasdaq rules require the initial business combination to have an aggregate fair market value of at least **80%** of the net assets held in the trust account[77](index=77&type=chunk) - Public shareholders have the right to redeem their shares for a pro rata portion of the trust account upon completion of the business combination. The redemption mechanism will be either a shareholder vote or a tender offer, at the company's discretion[67](index=67&type=chunk)[69](index=69&type=chunk) - To exercise redemption rights, shareholders must tender their shares electronically or physically to the transfer agent up to two business days prior to the scheduled vote[62](index=62&type=chunk) - If no business combination is consummated by November 15, 2024, the company will cease operations and redeem all public shares[150](index=150&type=chunk) [Corporate Status](index=19&type=section&id=Corporate%20Status) Chain Bridge I is a Cayman Islands exempted company, qualifying as an "emerging growth company" with reduced disclosure obligations - The company is an "emerging growth company" and a "smaller reporting company," which allows for reduced reporting requirements, such as exemptions from auditor attestation on internal controls and certain executive compensation disclosures[100](index=100&type=chunk)[102](index=102&type=chunk)[170](index=170&type=chunk) - As a Cayman Islands exempted company, it has received a **20-year** tax exemption undertaking from the Cayman Islands government on profits, income, and gains[89](index=89&type=chunk)[153](index=153&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks, including potential failure to complete a business combination by November 15, 2024, and conflicts of interest [Risks Related to Business and Financial Position](index=44&type=section&id=Risks%20Related%20to%20Business%20and%20Financial%20Position) As a SPAC with no operating history, the company faces challenges in completing a combination by November 15, 2024, and relies on sponsor loans - As a company with no operating history, there is no basis for investors to evaluate its ability to achieve its business objective[190](index=190&type=chunk)[134](index=134&type=chunk) - The requirement to consummate a business combination by November 15, 2024, may give potential partners leverage in negotiations and limit due diligence time[199](index=199&type=chunk)[314](index=314&type=chunk) - The company depends on loans from its sponsor, Fulton AC, to fund its search and operations, as funds outside the trust account are insufficient to operate until the deadline[253](index=253&type=chunk)[31](index=31&type=chunk) - There is a risk of Nasdaq delisting the company's securities if listing standards, such as completing a business combination within **36 months** of the IPO, are not met[237](index=237&type=chunk)[243](index=243&type=chunk) [Risks Related to the Business Combination](index=46&type=section&id=Risks%20Related%20to%20the%20Business%20Combination) Public shareholder redemptions, sponsor control, and intense competition pose significant risks to completing a business combination - The ability of public shareholders to redeem a large number of shares may make the company's financial condition unattractive to potential partners or prevent the completion of a business combination[195](index=195&type=chunk)[16](index=16&type=chunk) - The sponsor (Fulton AC) and insiders have agreed to vote their shares in favor of an initial business combination, which constitutes **83.84%** of the outstanding ordinary shares, ensuring the requisite shareholder approval will be met[182](index=182&type=chunk)[183](index=183&type=chunk) - A public shareholder, along with affiliates, is restricted from redeeming more than **15%** of the shares sold in the IPO without the company's consent[249](index=249&type=chunk)[317](index=317&type=chunk) - Intense competition from other blank check companies and private investors for acquisition targets may make it more difficult and costly to complete a business combination[214](index=214&type=chunk)[252](index=252&type=chunk) [Risks Related to Management and Conflicts of Interest](index=78&type=section&id=Risks%20Related%20to%20Management%20and%20Conflicts%20of%20Interest) Management and sponsor conflicts of interest, driven by financial incentives, may influence business combination decisions - Executive officers and directors are not required to commit their full time to the company's affairs, which may create conflicts in allocating their time[365](index=365&type=chunk)[383](index=383&type=chunk) - The sponsor, Fulton AC, will lose its entire investment if a business combination is not completed, creating a conflict of interest in selecting a suitable partner and completing a transaction[401](index=401&type=chunk)[827](index=827&type=chunk) - The company may engage in a business combination with a partner that is affiliated with the sponsor or management. In such a case, an independent fairness opinion would be obtained[368](index=368&type=chunk)[82](index=82&type=chunk) - Management's personal and financial interests may influence their motivation in selecting a partner and determining the timing and terms of a business combination[385](index=385&type=chunk) [Other Part I Items](index=108&type=section&id=Item%201B,%201C,%202,%203,%204%20-%20Other%20Part%20I%20Items) The company reports no unresolved SEC comments, no material litigation, and no formal cybersecurity program as a non-operating SPAC - There are no unresolved staff comments[489](index=489&type=chunk) - The company does not have a formal cybersecurity risk management program as it is a SPAC with no business operations[481](index=481&type=chunk) - There is no material litigation, arbitration, or governmental proceeding currently pending against the company[172](index=172&type=chunk)[497](index=497&type=chunk) Part II - Financial Information [Market for Registrant's Common Equity and Related Matters](index=109&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units and Class A shares trade on Nasdaq, warrants were delisted, and no cash dividends are planned - The company's units (CBRGU) and Class A shares (CBRG) trade on the Nasdaq Capital Market. The warrants were delisted from the Nasdaq Global Market on September 8, 2023[490](index=490&type=chunk) - No cash dividends have been paid to date, and none are intended to be paid prior to the completion of an initial business combination[500](index=500&type=chunk) - As of March 26, 2024, there were **3 holders** of record of Class A ordinary shares and **6 holders** of record of Class B ordinary shares[499](index=499&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=110&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported **$7.6 million** net income in 2023, has a working capital deficit, and faces going concern doubt Metric | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Net Income** | ~$7.6 million | ~$10.7 million | | *Source: Change in fair value of derivative liabilities* | ~$2.1 million | ~$9.0 million | | *Source: Investment income on Trust Account* | ~$5.4 million | ~$3.2 million | Liquidity (as of Dec 31, 2023) | Liquidity (as of Dec 31, 2023) | Amount | | :--- | :--- | | **Cash** | $3,898 | | **Working Capital Deficit** | $(61,449) | - Management has determined that there is substantial doubt about the company's ability to continue as a going concern due to the mandatory liquidation date of November 15, 2024[528](index=528&type=chunk)[849](index=849&type=chunk) - The company qualifies as an "emerging growth company" and has elected to use the extended transition period for complying with new or revised accounting standards[543](index=543&type=chunk)[532](index=532&type=chunk) [Controls and Procedures](index=116&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[547](index=547&type=chunk) - Based on the COSO framework, management concluded that internal control over financial reporting was effective as of December 31, 2023[536](index=536&type=chunk)[695](index=695&type=chunk) - No changes to internal control over financial reporting occurred during the fiscal quarter ended December 31, 2023, that materially affected, or are reasonably likely to materially affect, internal controls[550](index=550&type=chunk) Part III - Corporate Governance and Ownership [Directors, Executive Officers and Corporate Governance](index=119&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) A new management team and board were appointed in December 2023, with independent directors and acknowledged conflicts of interest - A new management team was appointed in December 2023. Key figures include Andrew Cohen (CEO), Roger Lazarus (CFO), and Daniel Wainstein (Chairman)[566](index=566&type=chunk)[554](index=554&type=chunk)[567](index=567&type=chunk) - The Board has determined that a majority of its directors (Messrs. Wainstein, Silberman, Baron, and Wiener) are independent under Nasdaq rules[577](index=577&type=chunk) - The Board has three standing committees: an Audit Committee, a Nominating Committee, and a Compensation Committee, each with an approved charter[586](index=586&type=chunk)[580](index=580&type=chunk) - The company acknowledges potential conflicts of interest, as officers and directors have other business obligations and may sponsor other SPACs. The sponsor's investment is at risk if a business combination is not completed[602](index=602&type=chunk)[603](index=603&type=chunk) [Executive Compensation](index=133&type=section&id=Item%2011.%20Executive%20Compensation) Executive officers and directors have received no cash compensation, while the sponsor is reimbursed for administrative services - No executive officers or directors have received cash compensation for services rendered to the company[611](index=611&type=chunk) - The company reimburses its sponsor, Fulton AC, up to **$30,000** per month for office space, secretarial, and administrative services[611](index=611&type=chunk)[671](index=671&type=chunk) - After a business combination, directors or team members who remain may be paid consulting or management fees, but no agreements are currently in place[623](index=623&type=chunk) [Security Ownership](index=135&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Fulton AC I LLC acquired a controlling stake on December 29, 2023, becoming the largest beneficial owner with substantial voting influence - A change of control occurred on December 29, 2023, when Fulton AC acquired **3,035,000** Class B Shares and warrants from the original sponsors[657](index=657&type=chunk)[658](index=658&type=chunk) Beneficial Owner (as of Mar 26, 2024) | Beneficial Owner (as of Mar 26, 2024) | Class B Ownership | Total Voting Power | | :--- | :--- | :--- | | **Fulton AC I LLC** | **95.86%** | **44.92%** | | **Chain Bridge Group** | **0%** | **29.72%** (Class A) | | **All officers and directors as a group** | **97.32%** | **45.60%** | [Certain Relationships and Related Transactions](index=140&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Key related party transactions include Fulton AC's acquisition of control, a new working capital loan, and monthly administrative fees - On December 29, 2023, Fulton AC acquired control and assumed the sponsor's indemnification obligations under an Amended Letter Agreement[664](index=664&type=chunk)[807](index=807&type=chunk) - Fulton AC has agreed to loan the company up to **$1.5 million** via an unsecured, non-interest bearing convertible promissory note for working capital[140](index=140&type=chunk)[648](index=648&type=chunk)[922](index=922&type=chunk) - The company pays Fulton AC up to **$30,000** per month for office space and administrative support services[671](index=671&type=chunk)[925](index=925&type=chunk) - The Forward Purchase Agreement with Franklin, which provided for a **$40 million** investment upon business combination, was terminated on December 29, 2023[665](index=665&type=chunk)[819](index=819&type=chunk)[930](index=930&type=chunk) [Principal Accountant Fees and Services](index=146&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Frank, Rimerman + Co. LLP served as auditor, with audit fees of **$149,873** in 2023, and all services are pre-approved Fees Paid to Frank, Rimerman + Co. LLP | Fees Paid to Frank, Rimerman + Co. LLP | 2023 | 2022 | | :--- | :--- | :--- | | **Audit Fees** | $149,873 | $165,840 | | **Audit-Related Fees** | $0 | $0 | | **Tax Fees** | $0 | $0 | | **All Other Fees** | $0 | $0 | - The audit committee pre-approves all auditing services and permitted non-audit services to be performed by the auditors[327](index=327&type=chunk) Financial Statements and Supplementary Data [Report of Independent Registered Public Accounting Firm](index=154&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued an unqualified opinion with an "Emphasis of Matter" paragraph highlighting going concern doubt due to the liquidation deadline - The auditor issued an unqualified opinion on the financial statements, stating they present fairly, in all material respects, the financial position of the company[799](index=799&type=chunk) - The report contains an "Emphasis of Matter" paragraph regarding the company's requirement to complete a business combination by November 15, 2024, to avoid liquidation[803](index=803&type=chunk) [Financial Statements](index=155&type=section&id=Financial%20Statements) The financial statements show **$45.36 million** in trust, a **$(79,774)** shareholders' deficit, and **$7.6 million** net income as of December 31, 2023 Balance Sheet Highlights (as of December 31, 2023) | Account | Amount | | :--- | :--- | | **Total Assets** | $45,363,280 | | Investments held in Trust Account | $45,356,234 | | **Total Liabilities** | $186,820 | | Class A ordinary shares subject to possible redemption | $45,256,234 | | **Total Shareholders' Deficit** | $(79,774) | Statement of Operations Highlights (Year Ended Dec 31, 2023) | Account | Amount | | :--- | :--- | | **Loss from operations** | $(1,319,471) | | **Other income (net)** | $8,943,428 | | **Net income** | $7,623,957 | | **Basic and diluted net income per share** | $0.45 | [Notes to Financial Statements](index=159&type=section&id=Notes%20to%20Financial%20Statements) The notes detail key events including share redemptions, the December 2023 change of control to Fulton AC, and related party loan terms - In May 2023, shareholders approved extending the business combination deadline, and in connection, holders of **18.85 million Class A shares** redeemed them for approximately **$197.9 million** from the trust account[781](index=781&type=chunk)[880](index=880&type=chunk) - On December 29, 2023, Fulton AC acquired control, all existing debt from the prior sponsor was terminated or converted, and a new up to **$1.5 million** convertible note facility was established with Fulton AC[817](index=817&type=chunk)[820](index=820&type=chunk)[835](index=835&type=chunk) - The company accounts for its public and private warrants as derivative liabilities, which are re-measured to fair value at each reporting period. The fair value of public warrants is based on market price, while private warrants are valued based on the public warrant price[867](index=867&type=chunk)[966](index=966&type=chunk) - Subsequent to year-end, in February 2024, shareholders approved a further extension of the combination deadline to November 15, 2024. In connection with this, **3.14 million shares** were redeemed for approximately **$34.5 million**[957](index=957&type=chunk)[771](index=771&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Condensed Interim Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Interim%20Financial%20Statements) The company reported a **$4.1 million** net income for the nine months ended September 30, 2023, primarily from trust investments, but faces going concern doubts after significant share redemptions Condensed Balance Sheet Data (Unaudited) | Indicator | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $33,225 | $116,320 | | Investments held in Trust Account | $44,769,068 | $237,796,114 | | Total Assets | $44,878,760 | $238,234,726 | | **Liabilities & Deficit** | | | | Total current liabilities | $162,637 | $32,489 | | Convertible note - related party | $2,109,352 | $1,431,546 | | Derivative liabilities | $2,095,528 | $2,547,235 | | Total Liabilities | $4,634,937 | $4,278,690 | | Class A ordinary shares subject to possible redemption | $44,669,068 | $237,696,114 | | Total shareholders' deficit | $(4,425,245) | $(3,740,078) | Condensed Statements of Operations (Unaudited) | Indicator | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Loss from operations | $(1,203,668) | $(926,764) | | Change in fair value of derivative liabilities | $451,707 | $7,980,865 | | Income from investments held in Trust Account | $4,826,979 | $1,268,013 | | **Net Income** | **$4,141,812** | **$8,355,883** | Condensed Statements of Cash Flows (Unaudited, for Nine Months Ended Sep 30) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(827,695) | $(693,947) | | Net cash provided by investing activities | $197,854,025 | $0 | | Net cash used in financing activities | $(197,109,425) | $0 | | **Net change in cash** | **$(83,095)** | **$(693,947)** | - In May 2023, holders of **18,848,866 Class A ordinary shares** exercised their redemption rights, resulting in a cash payment of approximately **$197.9 million** from the Trust Account[17](index=17&type=chunk) [Note 1 — Description of Organization and Business Operations](index=7&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) Chain Bridge I, a blank check company, raised **$230 million** in its 2021 IPO to pursue a business combination by January 15, 2024 - The company is a blank check company aiming to merge with a technology firm that supports U.S. national security and intelligence interests[10](index=10&type=chunk) - The company consummated its Initial Public Offering (IPO) of **23,000,000 units** at **$10.00 per unit** on November 15, 2021, generating gross proceeds of **$230.0 million**[157](index=157&type=chunk) - The deadline to consummate an initial Business Combination was extended to January 15, 2024, with an option to further extend to February 15, 2024. If no combination is completed, the company will liquidate[161](index=161&type=chunk)[17](index=17&type=chunk) [Note 2 — Basis of Presentation and Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%20%E2%80%94%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) Financial statements prepared under U.S. GAAP indicate substantial doubt about the company's going concern ability due to liquidity and approaching liquidation - The company has determined that its liquidity condition and the mandatory liquidation date raise substantial doubt about its ability to continue as a going concern. No adjustments have been made to the financial statements for this uncertainty[27](index=27&type=chunk) - The company is an "emerging growth company" under the JOBS Act and has elected to use the extended transition period for new accounting standards, which may make its financial statements not directly comparable to other public companies[20](index=20&type=chunk)[21](index=21&type=chunk) - Derivative financial instruments, including warrants and forward purchase securities, are recognized as liabilities at fair value and are re-measured each reporting period[38](index=38&type=chunk)[178](index=178&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at their redemption value at the end of each reporting period[40](index=40&type=chunk)[180](index=180&type=chunk) [Note 5 — Related Party Transactions](index=21&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) Related party transactions include a **$2.1 million** convertible note, **$2.24 million** in working capital loans from the Sponsor, and monthly administrative fees - The Sponsor and its affiliate, CB Co-Investment, provided loans to the company. As of September 30, 2023, there was **$2,244,600** outstanding under working capital loans (convertible notes)[52](index=52&type=chunk)[171](index=171&type=chunk) - The company pays its Sponsor up to **$30,000** per month for office space and administrative services. For the nine months ended September 30, 2023, expenses under this agreement totaled **$270,000**[53](index=53&type=chunk) [Note 6 — Commitments and Contingencies](index=25&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) The company has a **$40 million** Forward Purchase Agreement and Non-Redemption Agreements for **4,000,000 shares** in exchange for founder shares - The company has a Forward Purchase Agreement with Franklin, which provides for the purchase of **4,000,000 Class A ordinary shares** and **2,000,000 warrants** for an aggregate price of **$40.0 million**, concurrent with the initial Business Combination[209](index=209&type=chunk) - The company entered into Non-Redemption Agreements where investors agreed not to redeem **4,000,000 Public Shares**. In return, the Sponsor and CB Co-Investment agreed to transfer an aggregate of **1,000,000 founder shares**, plus up to **500,000 additional shares** depending on the timing of the business combination[18](index=18&type=chunk)[58](index=58&type=chunk) [Note 8 — Warrants](index=30&type=section&id=Note%208%20%E2%80%94Warrants) As of September 30, 2023, **11.5 million** Public Warrants and **10.55 million** Private Placement Warrants were outstanding, exercisable at **$11.50** per share, with redemption rights - As of September 30, 2023, there were **11,500,000 Public Warrants** and **10,550,000 Private Placement Warrants** outstanding[64](index=64&type=chunk) - Warrants have an exercise price of **$11.50 per share** and become exercisable 30 days after the completion of a Business Combination[66](index=66&type=chunk)[216](index=216&type=chunk) - The company may redeem outstanding warrants for cash at **$0.01 per warrant** if the Class A ordinary share price equals or exceeds **$18.00** for 20 of 30 trading days[67](index=67&type=chunk)[74](index=74&type=chunk) - The company may also redeem warrants for shares on a cashless basis if the share price equals or exceeds **$10.00** for 20 of 30 trading days[67](index=67&type=chunk) [Note 9 — Fair Value Measurements](index=34&type=section&id=Note%209%20%E2%80%94Fair%20Value%20Measurements) The company measures financial instruments using a three-tier fair value hierarchy, classifying assets and liabilities across Level 1, Level 2, and Level 3 based on valuation inputs Fair Value of Financial Instruments as of September 30, 2023 (Unaudited) | Description | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Investments held in Trust Account | $44,769,068 | — | — | | **Liabilities** | | | | | Convertible note - related party | — | — | $2,109,352 | | Derivative liabilities - Public Warrants | $920,000 | — | — | | Derivative liabilities - Private Placement Warrants | — | $844,000 | — | | Derivative liabilities - Forward Purchase Agreement | — | — | $331,528 | [Note 10 — Subsequent Events](index=36&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) Post-reporting, the company extended its business deadline to January 15, 2024, entered a Securities Purchase Agreement for a change of control, and transferred its listing to the Nasdaq Capital Market - On December 8, 2023, the company entered into a Securities Purchase Agreement with Fulton AC I LLC, which will acquire a controlling stake from the Sponsor, leading to a change in management and the board of directors[87](index=87&type=chunk)[233](index=233&type=chunk) - The company extended its business operations deadline to January 15, 2024, after initially indicating it would liquidate by November 15, 2023[231](index=231&type=chunk) - Effective December 4, 2023, the company's securities were transferred from the Nasdaq Global Market to the Nasdaq Capital Market[232](index=232&type=chunk)[18](index=18&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) As a pre-business combination SPAC, the company reported a **$4.1 million** net income for the nine months ended September 30, 2023, primarily from trust investments, but faces liquidity constraints and substantial doubt about its going concern ability - The company is a blank check company that has not yet commenced operations and will not generate operating revenue until a Business Combination is completed[91](index=91&type=chunk)[237](index=237&type=chunk) - The company has determined there is substantial doubt about its ability to continue as a going concern due to its liquidity condition and the mandatory liquidation date of January 15, 2024 (extendable to February 15, 2024)[94](index=94&type=chunk)[242](index=242&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **3 Months Ended Sep 30, 2023** | $(472,000) | Loss from change in fair value of derivative liabilities, G&A expenses. | | **9 Months Ended Sep 30, 2023** | $4.1 million | Income from investments in Trust Account, gain from change in fair value of derivatives. | | **3 Months Ended Sep 30, 2022** | $2.7 million | Gain from change in fair value of derivative liabilities, investment income. | | **9 Months Ended Sep 30, 2022** | $8.4 million | Gain from change in fair value of derivative liabilities, investment income. | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies, and therefore no disclosures are provided - Disclosure is not required for smaller reporting companies[111](index=111&type=chunk)[260](index=260&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal control over financial reporting - Based on an evaluation as of September 30, 2023, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[112](index=112&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of September 30, 2023[113](index=113&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[121](index=121&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No new risk factors are reported in this Form 10-Q, referring to those detailed in the Annual Report on Form 10-K - The report refers to the risk factors described in the Annual Report on Form 10-K filed with the SEC on March 17, 2023[115](index=115&type=chunk)[263](index=263&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[122](index=122&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[116](index=116&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and XBRL interactive data files - Exhibits filed include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906[118](index=118&type=chunk) - XBRL Instance Document and related taxonomy files are also included as exhibits[118](index=118&type=chunk)