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)

[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)

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of approximately $2.8 million, driven by investment income on the Trust Account of approximately $2.6 million[12]. - General and administrative expenses for the three months ended March 31, 2023, were approximately $235,000, along with $90,000 in expenses to related parties[12]. Initial Public Offering - The company generated gross proceeds of $230.0 million from its Initial Public Offering, with offering costs of approximately $5.7 million[9]. - The underwriters received an underwriting discount of approximately $4.6 million upon the closing of the Initial Public Offering[14]. Going Concern - The company has determined that mandatory liquidation raises substantial doubt about its ability to continue as a going concern, with plans to complete a business combination prior to the liquidation date[11]. Equity Classification - The company has classified 23,000,000 Class A ordinary shares subject to possible redemption as temporary equity, presented at redemption value[16]. Risk Management - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks[15]. Internal Controls - As of March 31, 2023, the company's disclosure controls and procedures were deemed effective by its principal executive and financial officers[21]. - There were no changes to the internal control over financial reporting that materially affected the company during the fiscal quarter ended March 31, 2023[265]. Regulatory Compliance - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years[18].

Financial Performance - As of December 31, 2022, the company had a net income of approximately $10.7 million, primarily from a net gain of $9.0 million from the change in fair value of derivative liabilities and investment income of approximately $3.2 million [403]. - The company had a net income of approximately $5.0 million for the period from January 21, 2021, through December 31, 2021, primarily from a net gain of $5.3 million from the change in fair value of derivative liabilities [406]. Initial Public Offering (IPO) - The company generated gross proceeds of $230.0 million from its Initial Public Offering (IPO) by issuing 23,000,000 units at $10.00 per unit, incurring offering costs of approximately $5.7 million [393]. Cash and Working Capital - The company had cash of approximately $116,000 and working capital of approximately $406,000 as of December 31, 2022 [398]. - The company placed $234.6 million in a trust account, invested in U.S. government securities, until the completion of a business combination [397]. Operations and Revenue - The company has not commenced operations and will not generate operating revenues until after completing its initial business combination [392]. Financial Liabilities and Instruments - The company has drawn $350,000 under an Additional Convertible Note, which may be converted into additional warrants at the sponsor's discretion [396]. - The company recognized 22,050,000 warrants as derivative liabilities, adjusting their fair value at each reporting period [410]. Expenses - For the year ended December 31, 2022, general and administrative expenses were approximately $1.4 million, including $0.3 million to related parties [404]. Going Concern - The company has determined that the mandatory liquidation raises substantial doubt about its ability to continue as a going concern [400]. Shareholder Equity - The company has included Class B ordinary shares in the weighted average number for the dilutive impact calculation due to the satisfaction of the over-allotment option contingency [417]. Accounting Standards and Regulations - The company is evaluating the impact of ASU 2022-03 on its financial statements, which clarifies fair value measurement of equity securities subject to contractual sale restrictions, effective after December 15, 2023 [418]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [421]. - The company may not be required to provide certain disclosures and auditor's attestation reports for internal controls over financial reporting for five years post-IPO [424]. Off-Balance Sheet Arrangements - As of December 31, 2022, the company reported no off-balance sheet arrangements [420].

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)

Financial Position - As of June 30, 2022, the company had cash of approximately $304,000 and working capital of approximately $779,000[135]. - The company’s management believes it will have sufficient working capital to meet its needs through the earlier of the consummation of a business combination or one year from the filing date[137]. Income and Gains - For the three months ended June 30, 2022, the company reported a net income of approximately $3.1 million, primarily from a net gain of approximately $3.1 million from the change in fair value of derivative liabilities[140]. - For the six months ended June 30, 2022, the company achieved a net income of approximately $5.6 million, driven by a net gain of approximately $5.9 million from the change in fair value of derivative liabilities[142]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on November 15, 2021, raising gross proceeds of $230.0 million from the sale of 23,000,000 units at $10.00 per unit[130]. - The company placed $234.6 million of net proceeds from the Initial Public Offering into a trust account, invested in U.S. government securities[134]. - The company incurred offering costs of approximately $5.7 million related to the Initial Public Offering[130]. - The company issued 22,050,000 warrants in connection with the Initial Public Offering, recognized as derivative liabilities at fair value[148]. - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[157]. Operations and Revenue - The company has not yet commenced operations and will not generate operating revenues until after completing its initial business combination[129]. Internal Controls - As of June 30, 2022, the company's disclosure controls and procedures were deemed effective by its principal executive and financial officers[161]. - The internal control over financial reporting was assessed as effective as of June 30, 2022, based on the 2013 framework by the Committee of Sponsoring Organizations of the Treadway Commission[162]. - There were no changes to the internal control over financial reporting during the fiscal quarter ended June 30, 2022, that materially affected its effectiveness[163]. Shareholder Redemption - The company recognized changes in redemption value of Class A ordinary shares subject to possible redemption, adjusting the carrying value to equal the redemption value at the end of each reporting period[150].

Financial Performance - The company had a net income of approximately $2.5 million for the three months ended March 31, 2022, primarily from a net gain of approximately $2.8 million from the change in fair value of derivative liabilities [137]. - The company had a net loss of approximately $13,000 from inception through March 31, 2021, consisting solely of general and administrative expenses [138]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $230.0 million, with offering costs of approximately $5.7 million [127]. - The underwriters received an underwriting discount of approximately $4.6 million upon the closing of the Initial Public Offering [141]. Cash and Working Capital - As of March 31, 2022, the company had cash of approximately $587,000 and working capital of approximately $1,065,000 [132]. - The company’s management believes it will have sufficient working capital to meet its needs through the earlier of the consummation of a business combination or one year from the filing date [134]. Trust Account and Investments - The company placed $234.6 million in a trust account, invested in U.S. government securities, until the completion of a business combination [131]. Operational Status - The company has not yet commenced operations and will not generate operating revenues until after the completion of its initial business combination [126]. Expenses - The company incurred general and administrative expenses of approximately $326,000 for the three months ended March 31, 2022 [137]. Derivative Liabilities - The company recognized the fair value of 22,050,000 warrants as derivative liabilities, subject to re-measurement at each reporting period [143].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on November 15, 2021, raising gross proceeds of $230.0 million from the sale of 23,000,000 units at $10.00 per unit[529]. - The company incurred offering costs of approximately $5.7 million related to the IPO, including $4.6 million in underwriting discounts[529][542]. - The company issued 22,050,000 warrants in connection with the IPO, recognized as derivative liabilities[544]. Financial Performance - As of December 31, 2021, the company reported a net income of approximately $5.0 million, primarily from a net gain of $5.3 million due to changes in the fair value of derivative liabilities[539]. - The company had cash of approximately $741,000 and working capital of approximately $1,451,000 as of December 31, 2021[534]. - The company placed $234.6 million in a trust account, invested in U.S. government securities, to be used for a future business combination[533]. Business Operations - The company has not yet commenced operations and will not generate operating revenues until after completing its initial business combination[528][538]. - The company has the potential to finance transaction costs through Working Capital Loans from the sponsor or affiliates[536]. Regulatory and Reporting Considerations - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[553]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years or until it no longer qualifies[554]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404[554]. - The company may also avoid disclosing certain executive compensation items, including the correlation between executive compensation and performance[554]. - The exemptions from the JOBS Act could impact the level of financial transparency for investors during the five-year period[554]. - Smaller reporting companies are not required to provide quantitative and qualitative disclosures about market risk[555]. Equity and Valuation - The company recognizes changes in the redemption value of Class A ordinary shares subject to possible redemption, which are classified as temporary equity[545][546].

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)