Company Overview 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 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 interests31198 - 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 unit32134199 - 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 million56103 - The company can extend the business combination deadline up to three times, one month each, until February 15, 202453204 - 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 completed93232 PART I. FINANCIAL INFORMATION 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 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 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 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 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 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 Combination175 - The Sponsor and related parties provided loans for working capital, with $2,044,600 outstanding under convertible notes as of June 30, 202390118 - The company pays its Sponsor $30,000 per month for administrative services143 - 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, 20237425 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 liabilities205 - 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 liabilities207 - 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 loans203231 - The company qualifies as an 'emerging growth company' under the JOBS Act, permitting delayed adoption of new accounting standards43217 Quantitative and Qualitative Disclosures About Market Risk This disclosure is not required for the company as it qualifies as a smaller reporting company - Disclosure is not required for smaller reporting companies218 Controls and Procedures 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, 2023219 - No material changes to internal control over financial reporting occurred during the fiscal quarter246 PART II. OTHER INFORMATION This section covers other required disclosures, including legal proceedings, risk factors, and exhibits Other Required Disclosures 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): None258 - Item 1A (Risk Factors): The company refers to risk factors detailed in its Annual Report on Form 10-K filed March 17, 2023259 - Items 2, 3, 4, and 5: No disclosures for Unregistered Sales of Equity Securities, Defaults Upon Senior Securities, Mine Safety Disclosures, or Other Information260261262263 Exhibits 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 files248
Chain Bridge I(CBRG) - 2023 Q2 - Quarterly Report