Chain Bridge I(CBRG) - 2024 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed interim financial statements for Chain Bridge I, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes Item 1. Condensed Interim Financial Statements This section presents the unaudited condensed interim financial statements for Chain Bridge I for the quarter ended March 31, 2024, reflecting a significant reduction in assets and a net loss Condensed Balance Sheets As of March 31, 2024, total assets decreased to $11.2 million from $45.4 million, primarily due to share redemptions, while total liabilities increased and shareholders' deficit widened Condensed Balance Sheet Data (unaudited) | Financial Metric | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Investments held in Trust Account | $11,192,019 | $45,356,234 | | Total Assets | $11,242,967 | $45,363,280 | | Liabilities & Equity | | | | Total Liabilities | $1,812,453 | $186,820 | | Class A ordinary shares subject to possible redemption | $11,092,019 | $45,256,234 | | Total shareholders' deficit | $(1,661,505) | $(79,774) | Unaudited Condensed Statements of Operations For the three months ended March 31, 2024, the company reported a net loss of approximately $1.24 million, contrasting with a net income of $2.81 million in the prior year, driven by derivative liability changes Statements of Operations Summary (For the three months ended March 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | General and administrative expenses | $510,056 | $234,924 | | Change in fair value of derivative liabilities | $(990,040) | $449,703 | | Income from investments held in Trust Account | $343,520 | $2,613,317 | | Net (Loss) Income | $(1,238,211) | $2,808,136 | Unaudited Condensed Statements of Cash Flows For the first three months of 2024, operating activities used cash, while investing activities provided cash from Trust Account withdrawals, and financing activities used cash for share redemptions Cash Flow Summary (For the three months ended March 31, 2024) | Activity | Net Cash Flow | | :--- | :--- | | Net cash used in operating activities | $(149,102) | | Net cash provided by investing activities | $34,507,735 | | Net cash (used in) financing activities | $(34,357,416) | | Net change in cash | $1,217 | | Cash at end of period | $5,115 | Notes to Unaudited Condensed Interim Financial Statements The notes detail the company's blank check status, business combination deadline, significant share redemptions, new sponsor agreement, and substantial doubt about its going concern ability - The company is a blank check company formed to effect a business combination and has until November 15, 2024, to do so, or it will be required to liquidate[11][82] - In February 2024, shareholders approved extending the business combination deadline, triggering the redemption of 3,144,451 Class A shares for an aggregate of approximately $34.5 million from the Trust Account[20][60] - Due to the liquidity condition and the mandatory liquidation date, management has concluded there is substantial doubt about the Company's ability to continue as a going concern[25][167] - On December 29, 2023, Fulton AC I LLC acquired a controlling interest from the original sponsors and agreed to provide a working capital loan of up to $1.5 million[43][72][244] - On May 9, 2024, the company exchanged the existing Fulton AC Note for a New Note, extending the maturity date to June 29, 2025, and adding a provision for conversion into future securities at a 35% premium; as of May 10, 2024, $296,665 was outstanding under the New Note[179][180] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management discusses the company's financial condition as a pre-business combination SPAC, highlighting the Q1 2024 net loss, working capital deficit, and going concern doubt Financial Condition as of March 31, 2024 | Metric | Value | | :--- | :--- | | Cash | $5,115 | | Working Capital Deficit | $451,186 | - The company's entire activity since inception has been in preparation for its Initial Public Offering and the subsequent search for a Business Combination, and it will not generate operating revenues until a business combination is completed[168] - The company is an "emerging growth company" under the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards[80][195] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company, as a smaller reporting company, is not required to provide these disclosures - This disclosure is not required for smaller reporting companies[216] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of March 31, 2024, with no material changes - Based on an evaluation as of March 31, 2024, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[217] - Management assessed the effectiveness of internal control over financial reporting and concluded it was effective as of March 31, 2024[218] - There were no changes to internal control over financial reporting during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[219] PART II — OTHER INFORMATION This section provides other information, including legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits Item 1. Legal Proceedings The company reported no legal proceedings - None[199] Item 1A. Risk Factors The report refers readers to the risk factors section of the company's Annual Report on Form 10-K for a discussion of important factors - The company refers to the risk factors described in its Annual Report on Form 10-K filed with the SEC on March 29, 2024[200] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds from registered securities for the period - None[201] Item 6. Exhibits. This section lists the exhibits filed with the Form 10-Q, including an Exchange Agreement, certifications, and interactive data files - The exhibits filed with the report include the Exchange Agreement, CEO and CFO certifications (Sections 302 and 906), and XBRL data files[206][221] SIGNATURES The quarterly report was signed on May 14, 2024, by the Chief Executive Officer and Chief Financial Officer of Chain Bridge I - The report was duly signed and authorized on May 14, 2024[209] - Signatories include Andrew Cohen (Chief Executive Officer) and Andrew Kucharchuk (Chief Financial Officer)[224]