PART I. FINANCIAL INFORMATION Condensed Interim Financial Statements The unaudited condensed interim financial statements for Chain Bridge I as of September 30, 2024, reflect reduced Trust Account assets, a Q3 2024 net income of approximately $624,000, and a nine-month net loss of approximately $1.1 million, with notes detailing its SPAC status and pending business combination Condensed Balance Sheets As of September 30, 2024, total assets decreased to approximately $12.1 million from $45.4 million due to share redemptions, while liabilities increased to $2.46 million, resulting in a $1.78 million shareholders' deficit Condensed Balance Sheet Data (Unaudited) | Balance Sheet Items | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Cash | $428,625 | $3,898 | | Investments held in Trust Account | $11,510,382 | $45,356,234 | | Total Assets | $12,093,253 | $45,363,280 | | Liabilities | | | | Total current liabilities | $1,069,222 | $68,495 | | Exchange Note | $296,942 | $— | | Bridge Financing Note | $863,235 | $— | | Derivative liabilities | $220,500 | $112,460 | | Total Liabilities | $2,461,399 | $186,820 | | Class A ordinary shares subject to possible redemption | $11,410,382 | $45,256,234 | | Total shareholders' deficit | ($1,778,528) | ($79,774) | Unaudited Condensed Statements of Operations For Q3 2024, the company reported a net income of $623,976 driven by derivative gains, contrasting with a $471,827 net loss in Q3 2023, while the nine-month period saw a $1,061,871 net loss in 2024 versus a $4,141,812 net income in 2023 Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Loss from operations | ($451,658) | ($260,242) | ($1,585,079) | ($1,203,668) | | Change in fair value of derivative liabilities | $882,000 | ($790,817) | ($108,040) | $451,707 | | Income from investments held in Trust Account | $147,634 | $575,592 | $636,883 | $4,826,979 | | Net Income (Loss) | $623,976 | ($471,827) | ($1,061,871) | $4,141,812 | Unaudited Condensed Statements of Cash Flows For the nine months ended September 30, 2024, net cash used in operations was $735,450, while investing activities provided $34.5 million from Trust Account withdrawals, and financing activities used $33.3 million for share redemptions, increasing cash to $428,625 Cash Flow Summary for Nine Months Ended September 30 (Unaudited) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($735,450) | ($827,695) | | Net cash provided by investing activities | $34,482,735 | $197,854,025 | | Net cash used in financing activities | ($33,322,558) | ($197,109,425) | | Net change in cash | $424,727 | ($83,095) | | Cash at end of period | $428,625 | $33,225 | Notes to Unaudited Condensed Interim Financial Statements The notes detail the company's SPAC formation, IPO, and operational activities, including business combination extensions, shareholder redemptions, new financing, the definitive agreement with Phytanix Bio, Nasdaq delisting, and substantial doubt about its ability to continue as a going concern - The company is a blank check company formed to effect a business combination. Its activity through September 30, 2024, relates to its formation, IPO, and search for a business combination2425 - On July 22, 2024, the Company entered into a Business Combination Agreement with Phytanix Bio, a Nevada corporation. The transaction is expected to close in Q4 2024, subject to shareholder approval and other conditions153156 - In November 2024, Nasdaq suspended trading of the Company's securities and initiated delisting procedures because the company failed to complete its initial business combination within the required 36 months. The securities are now eligible to trade on the OTC markets206207208 - Management has determined that the company's liquidity condition and the mandatory liquidation date of November 15, 2025, raise substantial doubt about its ability to continue as a going concern82221 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's pre-business combination SPAC status, highlighting a $486,351 working capital deficit and $428,625 cash as of September 30, 2024, and confirms substantial doubt about its going concern ability given the November 15, 2025, deadline, while attributing Q3 2024 net income to derivative gains and the nine-month net loss to operating expenses - As of September 30, 2024, the company had cash of $428,625 and a working capital deficit of $486,351218 - The company has until November 15, 2025, to consummate an initial Business Combination, failing which it must liquidate. This condition raises substantial doubt about its ability to continue as a going concern220221 Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Q3 2024 | $624,000 | Gain on fair value of derivative liabilities ($882k), offset by G&A expenses ($452k) | | Q3 2023 | $260k) | | Nine Months 2024 | ($472,000) | Loss on fair value of derivative liabilities ($791k) and G&A expenses (($1.1 million) | G&A expenses ($1.6M) and loss on fair value of derivatives ($110k), partially offset by trust income ($637k) | | Nine Months 2023 | $4.1 million | Gain on fair value of derivatives ($452k) and significant trust income (~$4.8M) | - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards242 Quantitative and Qualitative Disclosures About Market Risk This section is not applicable as the company qualifies as a smaller reporting company - Disclosure is not required for smaller reporting companies244 Controls and Procedures Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of September 30, 2024, with no material changes reported during the quarter - Based on an evaluation as of September 30, 2024, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective247 - Management concluded that the company's internal control over financial reporting was effective as of September 30, 2024248 - There were no changes to internal control over financial reporting during the quarter ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, internal controls249 PART II. OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - None252 Risk Factors The company refers to the Risk Factors section of its Annual Report on Form 10-K filed on March 29, 2024, for a discussion of important risk factors - The report directs readers to the risk factors described in the Annual Report on Form 10-K filed on March 29, 2024253 Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds from registered securities for the period - None254 Other Information The company reports no other information - None257 Exhibits This section lists the exhibits filed with the report, including the Third Amended and Restated Memorandum and Articles of Incorporation, forms of the Exchange Note and Bridge Financing Note, and officer certifications - Key exhibits filed include: - Third Amended and Restated Memorandum and Articles of Incorporation - Form of Exchange Note - Form of Bridge Financing Note - Certifications by the Principal Executive Officer and Principal Financial Officer261
Chain Bridge I(CBRG) - 2024 Q3 - Quarterly Report