[Company Overview](index=7&type=section&id=Company%20Overview) Chain Bridge I is a Cayman Islands-incorporated blank check company (SPAC) focused on acquiring a technology firm supporting U.S. national security, facing substantial doubt about its going concern ability due to an approaching business combination deadline [Business Operations](index=7&type=section&id=Business%20Operations) Chain Bridge I is a Cayman Islands-incorporated blank check company (SPAC) formed to effect a business combination, with a focus on technology companies advancing U.S. national security - The company is a blank check company (SPAC) focused on acquiring a technology firm supporting U.S. national security and intelligence interests[31](index=31&type=chunk)[198](index=198&type=chunk) - The company completed its Initial Public Offering (IPO) on November 15, 2021, raising **$230.0 million** from 23,000,000 units at $10.00 per unit[32](index=32&type=chunk)[134](index=134&type=chunk)[199](index=199&type=chunk) - Shareholders approved extending the business combination deadline to November 15, 2023, leading to the redemption of **18,848,866 Class A shares** for approximately **$197.9 million**[56](index=56&type=chunk)[103](index=103&type=chunk) - The company can extend the business combination deadline up to three times, one month each, until February 15, 2024[53](index=53&type=chunk)[204](index=204&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern due to the mandatory liquidation date if a business combination is not completed[93](index=93&type=chunk)[232](index=232&type=chunk) [PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's condensed interim financial statements, management's discussion and analysis, and disclosures on market risk and controls [Condensed Interim Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Interim%20Financial%20Statements) The financial statements reflect the company's status as a pre-business combination SPAC, characterized by significant cash and investments in the Trust Account, a large redemption liability, and net income primarily from non-operating items [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2023, total assets decreased to **$44.4 million** from **$238.2 million** at year-end 2022 due to share redemptions, with **$44.2 million** in the Trust Account and a **$3.4 million** shareholders' deficit Condensed Balance Sheet Highlights (Unaudited) | Financial Metric | June 30, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $36,546 | $116,320 | | Investments held in Trust Account | $44,193,476 | $237,796,114 | | **Total Assets** | **$44,420,763** | **$238,234,726** | | **Liabilities & Equity** | | | | Total Liabilities | $3,705,113 | $4,278,690 | | Class A ordinary shares subject to possible redemption | $44,093,476 | $237,696,114 | | Total shareholders' deficit | ($3,377,826) | ($3,740,078) | [Unaudited Condensed Interim Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Interim%20Statements%20of%20Operations) For Q2 2023, net income was **$1.8 million**, driven by **$1.6 million** investment income and a **$0.8 million** gain on derivative liabilities, while six-month net income reached **$4.6 million** Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2023 (USD) | Three Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2023 (USD) | Six Months Ended June 30, 2022 (USD) | | :--- | :--- | :--- | :--- | :--- | | Loss from operations | ($618,502) | ($286,016) | ($943,426) | ($671,948) | | Change in fair value of derivative liabilities | $792,821 | $3,094,451 | $1,242,524 | $5,877,981 | | Income from investments held in Trust Account | $1,638,070 | $285,925 | $4,251,387 | $364,464 | | **Net Income** | **$1,805,503** | **$3,140,316** | **$4,613,639** | **$5,612,245** | | **Basic and Diluted Net Income Per Share (Class A/B)** | **$0.09** | **$0.11** | **$0.19** | **$0.20** | [Unaudited Condensed Interim Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Interim%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2023, net cash used in operating activities was **$0.6 million**, while investing activities provided **$197.9 million** from redemptions, resulting in a net cash decrease of approximately **$80,000** Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | ($624,374) | ($436,967) | | Net cash provided by investing activities | $197,854,025 | $0 | | Net cash used in financing activities | ($197,309,425) | $0 | | **Net change in cash** | **($79,774)** | **($436,967)** | | **Cash — end of the period** | **$36,546** | **$303,672** | [Notes to Financial Statements](index=7&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's formation, IPO, and accounting policies, including related-party loans, the Forward Purchase Agreement, warrant structure, fair value measurements, and the going concern uncertainty - The company has a Forward Purchase Agreement with Franklin for **$40.0 million**, closing concurrently with an initial Business Combination[175](index=175&type=chunk) - The Sponsor and related parties provided loans for working capital, with **$2,044,600** outstanding under convertible notes as of June 30, 2023[90](index=90&type=chunk)[118](index=118&type=chunk) - The company pays its Sponsor **$30,000** per month for administrative services[143](index=143&type=chunk) - Derivative liabilities, including warrants and the forward purchase agreement, are remeasured to fair value, with total derivative liabilities approximately **$1.3 million** as of June 30, 2023[74](index=74&type=chunk)[25](index=25&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion highlights the company's pre-combination SPAC status, financial results dominated by non-operating income, liquidity constraints, and going concern uncertainty, alongside critical accounting policies - Net income for Q2 2023 was approximately **$1.8 million**, primarily from **$1.6 million** in investment income and a **$0.8 million** gain on derivative liabilities[205](index=205&type=chunk) - Net income for the six months ended June 30, 2023, was approximately **$4.6 million**, driven by **$4.3 million** in investment income and a **$1.2 million** gain on derivative liabilities[207](index=207&type=chunk) - As of June 30, 2023, the company held approximately **$37,000** in cash and **$7,000** in working capital, with liquidity supported by external funds and Sponsor loans[203](index=203&type=chunk)[231](index=231&type=chunk) - The company qualifies as an 'emerging growth company' under the JOBS Act, permitting delayed adoption of new accounting standards[43](index=43&type=chunk)[217](index=217&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required for the company as it qualifies as a smaller reporting company - Disclosure is not required for smaller reporting companies[218](index=218&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting during the quarter - Management concluded the company's disclosure controls and procedures were effective as of June 30, 2023[219](index=219&type=chunk) - No material changes to internal control over financial reporting occurred during the fiscal quarter[246](index=246&type=chunk) [PART II. OTHER INFORMATION](index=49&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other required disclosures, including legal proceedings, risk factors, and exhibits [Other Required Disclosures](index=49&type=section&id=Other%20Required%20Disclosures) The company reported no legal proceedings, unregistered sales of equity securities, or defaults upon senior securities, and refers to its Annual Report for risk factors - Item 1 (Legal Proceedings): None[258](index=258&type=chunk) - Item 1A (Risk Factors): The company refers to risk factors detailed in its Annual Report on Form 10-K filed March 17, 2023[259](index=259&type=chunk) - Items 2, 3, 4, and 5: No disclosures for Unregistered Sales of Equity Securities, Defaults Upon Senior Securities, Mine Safety Disclosures, or Other Information[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) [Exhibits](index=50&type=section&id=Item%206.%20Exhibits) The report includes required certifications from the Principal Executive Officer and Principal Financial Officer, along with XBRL data files - Filed exhibits include CEO and CFO certifications (Rule 13a-14(a) and Section 906 of Sarbanes-Oxley) and XBRL interactive data files[248](index=248&type=chunk)

| --- | --- | --- | --- | --- | --- | --- | |------------------------------------------------------------------------------------|---------------|---------------------------------------|------------|----------------------------------------------|-------|-------------------------------------------------------| | Description \nAssets: | Quoted Active | Prices in Markets (Level 1) | Observable | Significant Other Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) | | (1) Investments held in T ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2022 ☐ 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 | | --- | --- | | (S ...

PART I. FINANCIAL INFORMATION [Item 1. Condensed Interim Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Interim%20Financial%20Statements) Chain Bridge I, a pre-business combination SPAC, reported a net income of approximately $8.4 million for the nine months ended September 30, 2022, primarily from derivative fair value gains and trust account income [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, completed its $230 million IPO in November 2021 and seeks a U.S. national security-focused technology business combination by May 2023 - The company is a blank check company targeting a technology firm that will advance U.S. national security and intelligence interests[22](index=22&type=chunk) - On November 15, 2021, the company completed its IPO, generating gross proceeds of **$230.0 million**. Net proceeds of **$234.6 million** were placed in a Trust Account[24](index=24&type=chunk)[27](index=27&type=chunk) - The company must complete a Business Combination by **May 15, 2023** (18 months from IPO), with an option to extend up to **24 months** if the Sponsor deposits additional funds into the Trust Account[33](index=33&type=chunk)[36](index=36&type=chunk) [Note 5 — Related Party Transactions](index=15&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) The company engages in related party transactions with its Sponsor and CB Co-Investment, including founder share issuance, a convertible note, and administrative service fees - The Sponsor and CB Co-Investment initially acquired **8,625,000 Class B Founder Shares** for an aggregate of **$25,000**[75](index=75&type=chunk) - Upon the IPO closing, CB Co-Investment loaned the company approximately **$1.2 million** via a non-interest bearing, unsecured convertible promissory note, which can be converted into warrants at **$1.00 per warrant**[80](index=80&type=chunk) - The company pays its Sponsor for administrative services, initially **$20,000 per month**, amended in July 2022 to an amount not to exceed **$30,000 per month**[85](index=85&type=chunk)[87](index=87&type=chunk) [Note 6 — Commitments and Contingencies](index=17&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) Key commitments include an $8.1 million marketing fee payable upon business combination and a $40 million forward purchase agreement with Franklin Growth Opportunities Fund - A Marketing Fee of approximately **$8.1 million** (3.5% of gross IPO proceeds) is payable to an underwriter upon the consummation of the initial Business Combination[92](index=92&type=chunk) - Franklin Growth Opportunities Fund has committed to purchase **4,000,000 Class A ordinary shares** and **2,000,000 redeemable warrants** for an aggregate price of **$40.0 million** in a private placement concurrent with the business combination[93](index=93&type=chunk) [Note 9 —Fair Value Measurements](index=20&type=section&id=Note%209%20%E2%80%94Fair%20Value%20Measurements) Financial instruments are measured at fair value, with Trust Account investments as Level 1 assets and various derivative liabilities across Level 1, 2, and 3 Fair Value of Financial Instruments (Sep 30, 2022) | Instrument | Fair Value (USD) | Hierarchy Level | | :--- | :--- | :--- | | Investments held in Trust Account | $235,886,696 | Level 1 | | Convertible note - related party | $1,019,787 | Level 3 | | Derivative liabilities - Public Warrants | $1,610,000 | Level 1 | | Derivative liabilities - Private Placement Warrants | $1,477,000 | Level 2 | | Derivative liabilities - Forward Purchase Agreement | $433,115 | Level 3 | - The fair value of Private Placement Warrants was transferred from Level 3 to Level 2 in January 2022, as their value is considered equivalent to the publicly traded Public Warrants[116](index=116&type=chunk) Condensed Balance Sheet Data (Unaudited) | Assets & Liabilities | Sep 30, 2022 (USD) | Dec 31, 2021 (USD) | | :--- | :--- | :--- | | **Total Assets** | **$236,487,099** | **$236,185,808** | | Cash | $46,692 | $740,639 | | Investments held in Trust Account | $235,887,011 | $234,618,998 | | **Total Liabilities** | **$4,883,670** | **$12,938,262** | | Derivative liabilities | $3,520,115 | $11,500,980 | | Class A ordinary shares subject to possible redemption | $235,787,011 | $234,600,000 | | **Total shareholders' deficit** | **($4,183,582)** | **($11,352,454)** | Condensed Statements of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2022 (USD) | Nine Months Ended Sep 30, 2022 (USD) | | :--- | :--- | :--- | | Loss from operations | ($254,816) | ($926,764) | | Change in fair value of derivative liabilities | $2,102,884 | $7,980,865 | | Income from investments held in Trust Account | $903,549 | $1,268,013 | | **Net income** | **$2,743,638** | **$8,355,883** | | Basic and diluted net income per share, Class A | $0.10 | $0.29 | Condensed Statements of Cash Flows (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2022 (USD) | | :--- | :--- | | Net cash used in operating activities | ($693,947) | | Net cash provided by financing activities | $0 | | **Net change in cash** | **($693,947)** | | Cash at beginning of period | $740,639 | | Cash at end of period | $46,692 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, Chain Bridge I reported net income of $8.4 million for the nine months ended September 30, 2022, driven by non-operating gains - The company is a blank check company incorporated to effect a business combination, with an intended focus on technology companies advancing U.S. national security[126](index=126&type=chunk) Results of Operations Highlights | Period | Net Income / (Loss) (USD) | Key Drivers | | :--- | :--- | :--- | | **Q3 2022** | $2.7M | $2.1M gain on derivative liabilities, $0.9M trust income | | **Q3 2021** | ($37k) | General & administrative expenses | | **Nine Months 2022** | $8.4M | $8.0M gain on derivative liabilities, $1.3M trust income | | **Nine Months 2021** | ($69k) | General & administrative expenses | - As of September 30, 2022, the company had approximately **$47,000** in cash and **$524,000** in working capital, deemed sufficient by management for near-term needs[133](index=133&type=chunk)[135](index=135&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Chain Bridge I is exempt from providing quantitative and qualitative market risk disclosures - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[156](index=156&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal controls - Based on an evaluation as of September 30, 2022, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective**[158](index=158&type=chunk) - Management assessed internal control over financial reporting as **effective** as of September 30, 2022, and no material changes were identified during the fiscal quarter[159](index=159&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[160](index=160&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) Proposed SEC rules pose a risk of investment company classification, potentially leading to liquidation of trust assets into cash and reduced interest income - Due to proposed SEC rules (the "SPAC Rule Proposals"), the company faces a risk of being classified as an investment company under the Investment Company Act of 1940[162](index=162&type=chunk) - To mitigate this risk, the company may instruct the trustee to liquidate the U.S. government securities in the trust account and hold cash, which would significantly reduce or eliminate interest income[163](index=163&type=chunk)[165](index=165&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reported no unregistered sales of equity securities or use of proceeds from registered securities - None[166](index=166&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[167](index=167&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - None[168](index=168&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[169](index=169&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including officer certifications and XBRL data files - The exhibits include officer certifications (Exhibits **31.1**, **31.2**, **32.1**, **32.2**) and XBRL interactive data files (Exhibits **101 series**)[171](index=171&type=chunk)

Table of Contents | --- | --- | |-------------------------------------------------------------------------------------------------|----------------------------------------------------------| | Cayman Islands \nincorporation or organization) (State or other jurisdiction of | 95-1578955 \n(I.R.S. Employer Identification Number) | | 100 El Camino Real, Ground Suite Burlingame, California | 94010 | | (Address of principal executive offices) | (Zip Code) | | --- | --- | --- | |----------------------------------- ...

Table of Contents 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 March 31, 2022 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 ju ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2021 ☐ 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 jurisdic ...

PART I. FINANCIAL INFORMATION [Condensed Interim Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Interim%20Financial%20Statements) Unaudited condensed interim financial statements for Chain Bridge I as of September 30, 2021, detailing its pre-IPO financial position and activities [Condensed Interim Balance Sheet](index=4&type=section&id=Condensed%20Interim%20Balance%20Sheet) As of September 30, 2021, total assets were **$630,300**, liabilities **$674,147**, resulting in a shareholder's deficit of **$43,847** Condensed Balance Sheet as of September 30, 2021 (Unaudited) | Category | Amount ($) | | :--- | :--- | | **Assets** | | | Cash | 3,910 | | Deferred offering costs | 626,390 | | **Total Assets** | **630,300** | | **Liabilities & Shareholder's Deficit** | | | Accounts payable | 385,654 | | Accrued expenses | 66,000 | | Notes Payable - related party | 222,493 | | **Total current liabilities** | **674,147** | | **Total shareholder's deficit** | **(43,847)** | | **Total Liabilities and Shareholder's Deficit** | **630,300** | [Condensed Interim Statements of Operations](index=5&type=section&id=Condensed%20Interim%20Statements%20of%20Operations) The company incurred a net loss of **$36,934** for the three months ended September 30, 2021, and a cumulative net loss of **$68,847** from inception, due to administrative expenses Statement of Operations Highlights (Unaudited) | Period | General & Administrative Expenses ($) | Net Loss ($) | Basic and Diluted Net Loss Per Share ($) | | :--- | :--- | :--- | :--- | | Three Months Ended Sep 30, 2021 | 36,934 | (36,934) | (0.01) | | Jan 21, 2021 (Inception) to Sep 30, 2021 | 68,847 | (68,847) | (0.01) | [Condensed Interim Statements of Changes in Shareholder's Deficit](index=6&type=section&id=Condensed%20Interim%20Statements%20of%20Changes%20in%20Shareholder%27s%20Deficit) From inception to September 30, 2021, the shareholder's deficit reached **$43,847**, stemming from a **$25,000** share contribution offset by a **$68,847** cumulative net loss - The company issued **5,750,000** Class B ordinary shares to its Sponsor for **$25,000**[20](index=20&type=chunk) - The accumulated deficit reached **$68,847** as of September 30, 2021, resulting in a total shareholder's deficit of **$43,847**[20](index=20&type=chunk) [Condensed Interim Statement of Cash Flows](index=7&type=section&id=Condensed%20Interim%20Statement%20of%20Cash%20Flows) From inception to September 30, 2021, net cash used in operations was **$240**, financing provided **$4,150**, resulting in an ending cash balance of **$3,910** Cash Flow Summary (Inception to Sep 30, 2021) | Category | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (240) | | Net cash provided by financing activities | 4,150 | | **Net change in cash** | **3,910** | | **Cash - ending of the period** | **3,910** | [Notes to Unaudited Condensed Interim Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Interim%20Financial%20Statements) Notes detail the company's formation as a blank check company, its **$230 million** IPO and **$10.6 million** private placement in November 2021, and the 18-month deadline for a Business Combination - Chain Bridge I is a blank check company incorporated on January 21, 2021, to effect a Business Combination, intending to focus on technology companies that advance U.S. national security and intelligence interests[29](index=29&type=chunk) - On November 15, 2021, the company consummated its IPO of **23,000,000** units at **$10.00** per unit, generating gross proceeds of **$230.0 million**[31](index=31&type=chunk)[68](index=68&type=chunk) - Simultaneously with the IPO, the company sold **10,550,000** Private Placement Warrants at **$1.00** each, generating proceeds of approximately **$10.6 million**[32](index=32&type=chunk)[76](index=76&type=chunk) - The company has 18 months from the IPO closing (until May 15, 2023) to complete a Business Combination, which can be extended up to 24 months if the Sponsor deposits additional funds into the Trust Account[40](index=40&type=chunk)[43](index=43&type=chunk) - The Sponsor agreed to loan the company up to **$300,000** via a promissory note for IPO-related costs, which was fully repaid on November 17, 2021[79](index=79&type=chunk)[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its pre-operational activities, a **$69,000** net loss from inception to September 30, 2021, and liquidity management through sponsor contributions and IPO proceeds - The company is a blank check company focused on a Business Combination with a technology company that will advance U.S. national security and intelligence interests[114](index=114&type=chunk) Results of Operations | Period | Net Loss ($) | Description | | :--- | :--- | :--- | | Three months ended Sep 30, 2021 | ~37,000 | Consisted of general and administrative expenses | | Jan 21, 2021 (inception) to Sep 30, 2021 | ~69,000 | Consisted of general and administrative expenses | - As of September 30, 2021, the company had cash of **$4,000** and a working capital deficit of approximately **$670,000**; liquidity needs were met by sponsor payments and related-party loans[122](index=122&type=chunk)[123](index=123&type=chunk) - The company qualifies as an 'emerging growth company' under the JOBS Act and has elected to use the extended transition period for new accounting standards[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As of September 30, 2021, the company was not subject to material market or interest rate risk, with IPO proceeds invested in short-term U.S. government securities - The company is not subject to any significant market or interest rate risk as of September 30, 2021[138](index=138&type=chunk) - Net proceeds from the IPO held in the Trust Account are invested in short-term U.S. government treasury obligations, which are believed to have no material exposure to interest rate risk[138](index=138&type=chunk)[140](index=140&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation, the CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2021[141](index=141&type=chunk) - No changes occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[143](index=143&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[146](index=146&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the company's final IPO prospectus filed with the SEC - As of the report date, there have been no material changes to the risk factors disclosed in the final IPO prospectus filed on November 15, 2021[147](index=147&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Details unregistered sales, including a **$10.6 million** private placement of warrants, and the use of IPO proceeds, with **$234.6 million** placed in a trust account - The company consummated a private placement of **10,550,000** warrants at **$1.00** per warrant to the Sponsor and CB Co-Investment, generating approximately **$10.6 million**[148](index=148&type=chunk) - Upon the IPO closing, **$234.6 million** (**$10.20** per Unit) of net proceeds were placed in a trust account invested in U.S. government securities[151](index=151&type=chunk) [Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[152](index=152&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - None[153](index=153&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[154](index=154&type=chunk) [Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including CEO/CFO certifications under Sarbanes-Oxley and XBRL documents - Exhibits filed include CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906[158](index=158&type=chunk) - Interactive Data Files (XBRL documents) were also included as exhibits[158](index=158&type=chunk)