Part I: Business and Risk Factors This section details the company's status as a SPAC, its business combination strategy, and the significant risks it faces, including the liquidation deadline and delisting Business Overview Chain Bridge I, a SPAC, faces a November 15, 2025, business combination deadline, having recently terminated its agreement with Phytanix Bio and seen its control shift to Fulton AC, leading to Nasdaq delisting - The company is a blank check company with a deadline to complete an initial business combination by November 15, 2025, following a shareholder-approved extension5896 - On April 7, 2025, the company mutually agreed to terminate its Business Combination Agreement with Phytanix Bio, which was originally signed on July 22, 20244152 - In December 2023, Fulton AC acquired a controlling interest from the original sponsors (CBG and CB Co-Investment), taking over 3,035,000 Class B Shares and warrants to purchase 7,385,000 Class A Shares25 - As of June 16, 2025, approximately $5.41 million is held in the trust account, with 3,014,736 Class A and 3,191,000 Class B ordinary shares outstanding following multiple redemptions6061 Business Combination Strategy and Criteria The company seeks a growth-oriented, market-leading target across high-growth and traditional sectors, prioritizing scalable models, strong management, and competitive advantages - The company's search for a target will span high-growth areas such as technology, software, biotechnology, and digital assets, as well as traditional sectors like industrials, business services, and healthcare services64 - Key evaluation criteria for a potential business combination target include a scalable business model with strong unit economics, sector leadership, strong competitive dynamics, and readiness to become a listed company666873 Redemption and Liquidation Process Public shareholders can redeem Class A shares for a pro-rata portion of the trust account, with liquidation by November 15, 2025, if no business combination is completed, potentially at an estimated $11.88 per share - If a business combination is not consummated by November 15, 2025, the company will redeem all public shares and liquidate, with an estimated redemption price of approximately $11.88 per share, less potential dissolution expenses and taxes96136 - Shareholders seeking redemption must tender their shares electronically or physically to the transfer agent up to two business days prior to the shareholder vote128 - Fulton AC has agreed to indemnify the company for claims by vendors or prospective partners that could reduce the trust account below $11.90 per share, though this indemnity has limitations and Fulton AC's ability to satisfy it has not been verified141142 Risk Factors The company faces significant risks including its lack of operating history, potential failure to complete a business combination by the deadline, Nasdaq delisting, and conflicts of interest - The company may not be able to consummate an initial business combination by the November 15, 2025 deadline, which would result in liquidation and the expiration of warrants178 - The company's securities have been delisted from Nasdaq and now trade on OTC Markets, which could adversely affect liquidity and the ability to resell securities189190191 - There is a risk the company could be deemed an investment company under the Investment Company Act, which would require it to cease operations and liquidate if not resolved211212 - Sponsor Fulton AC will lose its entire investment if a business combination is not completed, creating a potential conflict of interest in selecting a target and completing a transaction248 Cybersecurity As a SPAC with no operations, the company perceives minimal cybersecurity risk, has no formal program, and has reported no incidents since its IPO - The company states it does not face significant cybersecurity risk due to its nature as a SPAC with no operations and has not adopted a formal risk management program309 Part II: Market, MD&A, and Controls This section covers the company's delisted securities, its financial performance including a net loss and going concern issues, and identified material weaknesses in internal controls Market for Common Equity and Related Matters The company's securities were delisted from Nasdaq on November 19, 2024, due to failure to complete a business combination, now trading on OTC markets with no dividends paid - On November 19, 2024, the company's securities were delisted from Nasdaq for failing to meet the 36-month deadline for a business combination314315 - Following delisting, Class A shares began trading on OTCQB ('CBRRF'), and warrants and units on the OTC Expert Market ('CBRGF' and 'CBGGF')316 Management's Discussion and Analysis (MD&A) The company reported a $1.4 million net loss in 2024, a significant shift from 2023's $7.6 million net income, with a working capital deficit raising going concern doubts Liquidity and Going Concern As of December 31, 2024, the company's $884,195 working capital deficit and November 15, 2025, liquidation deadline raise substantial doubt about its ability to continue as a going concern - As of December 31, 2024, the company had a working capital deficit of $884,195326 - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to its liquidity condition and the mandatory liquidation deadline of November 15, 2025329 Results of Operations The company experienced a $1.4 million net loss in fiscal year 2024, a reversal from $7.6 million net income in 2023, primarily due to increased general and administrative expenses Results of Operations Comparison (in thousands) | Description | FY 2024 | FY 2023 | | :--- | :--- | :--- | | General and administrative expenses | $ (2,183) | $ (1,319) | | Investment Income on Trust Account | $ 734 | $ 5,414 | | Change in fair value of derivative liabilities | $ 24 | $ 2,103 | | Net (Loss) Income | $ (1,424) | $ 7,624 | Controls and Procedures Management concluded that disclosure controls were ineffective as of December 31, 2024, due to a material weakness involving inadequate liability review and reconciliation - Management concluded that disclosure controls and procedures were not effective as of December 31, 2024353 - A material weakness was identified related to the adequate review and reconciliation of liabilities, which led to a $200,000 understatement of the Bridge Financing Note liability in the Q3 2024 10-Q358359 - Remediation efforts include expanding the review process for complex securities and enhancing access to accounting professionals and literature360 Part III: Governance, Compensation, and Ownership This section outlines the company's corporate governance, executive compensation practices, beneficial ownership structure, related party transactions, and changes in principal accounting firms Directors, Executive Officers, and Corporate Governance The company's governance structure includes a five-member board with four independent directors, three standing committees, a Code of Ethics, and potential conflicts of interest related to management's other ventures Executive Officers and Directors | Name | Position | | :--- | :--- | | Daniel Wainstein | Chairman of the Board | | Andrew Cohen | Chief Executive Officer and Director | | Andrew Kucharchuk | Chief Financial Officer | | Lewis Silberman | Director | | Paul Baron | Director | | Oliver Wiener | Director | - The Board has determined that Messrs. Wainstein, Silberman, Baron, and Wiener are independent directors386 - The company has adopted a Code of Ethics but does not have an insider trading policy due to limited resources397399 Executive Compensation No cash compensation is paid to executive officers or directors, but the company reimburses its sponsor, Fulton AC, up to $30,000 monthly for administrative services and out-of-pocket expenses - No cash compensation has been paid to executive officers or directors for services rendered415 - The company reimburses sponsor Fulton AC up to $30,000 per month for office space and administrative support415 Security Ownership As of June 16, 2025, Fulton AC I LLC is the largest beneficial owner, holding 95.11% of Class B shares and approximately 49.91% of total outstanding shares Beneficial Ownership of Key Parties (as of June 16, 2025) | Name of Beneficial Owner | Class B Shares Owned | % of Class B | Class A Shares Owned | % of Class A | % of Total Outstanding | | :--- | :--- | :--- | :--- | :--- | :--- | | Fulton AC I LLC | 3,035,000 | 95.11% | — | — | 49.91% | | Chain Bridge Group | — | * | 1,983,335 | 65.79% | 31.96% | | CB Co-Investment LLC | — | — | 575,665 | 19.10% | 9.28% | | All officers and directors as a group | 3,035,000 | 95.11% | — | — | 48.91% | Related Party Transactions The company engages in several related party transactions with its sponsor, Fulton AC, including monthly administrative fees, expense reimbursements, and potential working capital loans convertible into warrants - The company pays Fulton AC up to $30,000 per month for office space and administrative services429 - Fulton AC has agreed to reimburse the Trust Account up to $100,000 for dissolution expenses if the company liquidates432 - Fulton AC or its affiliates may provide working capital loans up to $1.5 million, which are convertible into warrants at $1.00 per warrant433 Principal Accountant Fees and Services The company changed its independent auditor to RBSM, LLP on April 5, 2025, with former auditor Frank, Rimerman & Co. LLP billing $176,390 for 2024 audit fees - The company changed its independent auditor from Frank, Rimerman & Co. LLP to RBSM, LLP on April 5, 2025436 Audit Fees | Auditor | FY 2024 Fees | FY 2023 Fees | | :--- | :--- | :--- | | Frank Rimerman & Co LLP (Former) | $176,390 | $119,655 | | RBSM, LLP (Current) | $0 | $0 | Financial Statements This section presents the company's financial statements, including the auditor's going concern opinion, balance sheet highlights, statement of operations, and detailed notes on key accounting policies and events Independent Auditor's Report The auditor's report includes a "Going Concern" paragraph, citing recurring losses, a working capital deficit, and the mandatory liquidation date as raising substantial doubt about the company's ability to continue operations - The auditor's report contains a "Going Concern" paragraph, citing recurring losses, a working capital deficit, and the mandatory liquidation date as raising substantial doubt about the company's ability to continue operations464 Financial Statements Data As of December 31, 2024, the company reported total assets of $5.4 million, total liabilities of $2.5 million, and a shareholders' deficit of $2.2 million, with a net loss of $1.4 million for the year Balance Sheet Highlights (as of Dec 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | Cash | $129,598 | $3,898 | | Investments held in Trust Account | $5,285,060 | $45,356,234 | | Total Assets | $5,442,658 | $45,363,280 | | Total Liabilities | $2,494,770 | $186,820 | | Class A ordinary shares subject to possible redemption | $5,185,060 | $45,256,234 | | Total Shareholders' Deficit | $(2,237,172) | $(79,774) | Statement of Operations Highlights (Year Ended Dec 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | Loss from operations | $(2,182,923) | $(1,319,471) | | Income from investments held in Trust Account | $733,829 | $5,414,145 | | Change in fair value of derivative liabilities | $24,260 | $2,103,247 | | Net (Loss) Income | $(1,423,569) | $7,623,957 | Selected Notes to Financial Statements The notes detail the company's SPAC history, extensions, sponsorship change, going concern uncertainty, terminated business combination, and accounting for complex financial instruments and related party transactions - The company has until November 15, 2025, to consummate a Business Combination, or it must liquidate, contributing to the going concern uncertainty551555 - The Business Combination Agreement with Phytanix Bio, signed in July 2024, was terminated on April 7, 2025651660 - Warrants are accounted for as derivative liabilities and are re-measured to fair value at each reporting period, with changes impacting the statement of operations575576 - Class A ordinary shares subject to redemption are classified as temporary equity and adjusted to their redemption value at each reporting period, with the adjustment impacting additional paid-in capital and accumulated deficit581586
Chain Bridge I(CBRG) - 2024 Q4 - Annual Report