Overview
- TickerCBRRF on OTC1
- IndustryBlank Checks1
- HeadquartersDover, Delaware1
- Incorporated inCayman Islands3
- Business address8 The Green, #17538, Dover, De 199013
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
See how the biggest companies compare on our leaderboards
On October 13, 2022, Nathanial Fick agreed to a transfer all 25,000 of the Class B Shares held by Mr. Fick to CBG.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| General and administrative expenses | $836.1K | $2.1M |
| General and administrative expenses - related party | $120.0K | $120.0K |
| Loss from operations | -$956.1K | -$2.2M |
| Change in fair value of derivative liabilities | -$469.7K | $24.3K |
| Change in fair value of contingently issuable private placement warrants | -$24.5K | $1.3K |
| Interest expense - debt issuance cost | -$78.1K | |
| Income from investments held in Trust Account | $195.6K | $733.8K |
| Total other (expense) income | -$376.6K | $759.4K |
| Net loss | -$1.3M | -$1.4M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $390.3K | $129.6K | $3.9K |
| Prepaid expenses | $26.9K | $28.0K | |
| Total current assets | $417.1K | $157.6K | |
| Investments held in Trust Account | $766.2K | $5.3M | |
| Total Assets | $1.2M | $5.4M | |
| Accounts payable | $429.7K | $341.3K | |
| Accrued expenses | $796.0K | $580.5K | |
| Total current liabilities | $1.2M | $1.0M | |
| Bridge Financing Note | $1.0M | $1.1M | |
| Senior Note, net | $1.1M | ||
| Derivative liabilities | $557.9K | $88.2K | |
| Contingently issuable private placement warrants | $29.1K | $4.6K | |
| Total Liabilities | $4.3M | $2.5M | |
| Additional paid-in capital | $129.5K | ||
| Accumulated deficit | -$3.9M | -$2.4M | |
| Total shareholders deficit | -$3.9M | -$2.2M | -$79.8K |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit | $1.2M | $5.4M | |
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $390.3K | $129.6K | $3.9K |
| Prepaid expenses | $26.9K | $28.0K | |
| Total current assets | $417.1K | $157.6K | |
| Investments held in Trust Account | $766.2K | $5.3M | |
| Total Assets | $1.2M | $5.4M | |
| Accounts payable | $429.7K | $341.3K | |
| Accrued expenses | $796.0K | $580.5K | |
| Total current liabilities | $1.2M | $1.0M | |
| Bridge Financing Note | $1.0M | $1.1M | |
| Senior Note, net | $1.1M | ||
| Derivative liabilities | $557.9K | $88.2K | |
| Contingently issuable private placement warrants | $29.1K | $4.6K | |
| Total Liabilities | $4.3M | $2.5M | |
| Additional paid-in capital | $129.5K | ||
| Accumulated deficit | -$3.9M | -$2.4M | |
| Total shareholders deficit | -$3.9M | -$2.2M | -$79.8K |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit | $1.2M | $5.4M | |
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$1.3M | -$1.4M |
| Change in fair value of derivative liabilities | $469.7K | -$24.3K |
| Change in fair value of contingently issuable private placement warrants | $24.5K | -$1.3K |
| Interest expense - debt issuance cost | $78.1K | |
| Income from investments held in Trust Account | -$195.6K | -$733.8K |
| Prepaid expenses | $1.1K | -$24.9K |
| Accounts payable | $95.9K | $641.1K |
| Accrued expenses | $95.5K | $641.1K |
| Net cash used in operating activities | -$763.6K | -$925.5K |
| Cash deposited in Trust Account | -$46.8K | -$61.6K |
| Cash withdrawn from Trust Account in connection with redemption | $4.8M | $40.9M |
| Net cash provided by investing activities | $4.7M | $40.8M |
| Proceeds from Senior Note | $1.0M | |
| Repayment of bridge financing note | -$40.0K | |
| Proceeds from convertible note related party | $364.2K | |
| Repayment of convertible note - related party | -$300.0K | |
| Proceeds received from Sponsor for Trust Account contribution | $46.8K | |
| Proceeds from Exchange Note - related party | $188.0K | |
| Proceeds from bridge financing note | $863.2K | |
| Sponsor contribution | $61.6K | |
| Redemption of Class A ordinary shares | -$4.8M | -$40.9M |
| Net cash used in financing activities | -$3.7M | -$39.8M |
| Net change in cash | $260.7K | $125.7K |
| Waiver of dissolution expense pursuant to Dissolution Expense Reimbursement Agreement | $100.0K | |
| Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | $195.6K | $733.8K |
| Conversion of Class B ordinary shares to Class A ordinary shares | $256 | |
| Vendor payment made by exchange note holder | $108.9K | |
| Vendor payment made by bridge financing note holder | $7.5K | $200.0K |
| Exchange the Fulton AC Note for the Exchange Note | $265.4K |
No quarter-by-quarter statement was filed.
Corporate structure
Chain Bridge I sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Chain Bridge I
- CLEAR STREET LLC Filed SCHEDULE 13G/A on Chain Bridge I, latest May 21, 2026 (2 filings since May 13, 2026)
- TD SECURITIES (USA) LLC Filed SCHEDULE 13G/A on Chain Bridge I, latest Feb 13, 2026 (2 filings since Aug 12, 2025)
- Sandia Investment Management LP Filed SCHEDULE 13G/A on Chain Bridge I, latest Aug 14, 2025 (2 filings since Feb 14, 2025)
- Quarry LP Filed SCHEDULE 13G on Chain Bridge I, latest Feb 14, 2025
- COWEN AND COMPANY, LLC Filed SCHEDULE 13G/A on Chain Bridge I, latest Feb 13, 2025 (2 filings since Nov 13, 2024)
- Walleye Capital LLC Filed SCHEDULE 13G/A on Chain Bridge I, latest Feb 6, 2025 (3 filings since Feb 14, 2024)
- FIR TREE CAPITAL MANAGEMENT LP Filed SC 13G/A on Chain Bridge I, latest Nov 14, 2024 (2 filings since Feb 14, 2024)
- Polar Asset Management Partners Inc. Filed SC 13G/A on Chain Bridge I, latest Nov 14, 2024 (3 filings since Jun 9, 2023)
- PERISCOPE CAPITAL INC. Filed SC 13G/A on Chain Bridge I, latest Nov 12, 2024 (2 filings since Feb 9, 2024)
- Radcliffe Capital Management, L.P. Filed SC 13G/A on Chain Bridge I, latest Jun 28, 2024 (2 filings since Aug 11, 2023)
- WOLVERINE ASSET MANAGEMENT LLC Filed SC 13G/A on Chain Bridge I, latest Feb 21, 2024 (2 filings since Feb 8, 2024)
- CB Co-Investment LLC Filed SC 13G on Chain Bridge I, latest Feb 20, 2024
- Chain Bridge I Dover, Delaware
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Chain Bridge I reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $3.9K6 Dec 31, 2023 | $116.3K6 Dec 31, 2022 | −96.6% |
Properties, in its own words
We currently maintain our executive offices at 8 The Green # 17538 Dover, DE 19901. The cost for our use of this space is included in the up to $30,000 per month fee we pay to Fulton AC for office space, administrative and support services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Apr 1, 2026.4
Leadership
Who has led Chain Bridge I, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
- Chief executive officerMichael Rolnick Nov 9, 2021 to Nov 9, 202112
- Chief financial officerAndrew Albert Kucharchuk Apr 5, 2024 to Apr 5, 202413
- Chief financial officerRoger Lazarus Nov 10, 2021 to Nov 10, 202114
Board members and other officers (8)
- Board memberLewis Silberman Jan 4, 2024 to Jan 4, 202415
- Board memberPaul Baron Jan 4, 2024 to Jan 4, 202416
- Board memberDaniel Wainstein Jan 5, 2024 to Jan 5, 202417
- Board memberOliver Wiener Feb 22, 2024 to Feb 22, 202418
- Board memberChristopher Darby Nov 9, 2021 to Nov 9, 202119
- Board memberLetitia A. Long Nov 9, 2021 to Nov 9, 202120
- Board memberMichael J. Morell Nov 9, 2021 to Nov 9, 202121
- Board memberMichael Rolnick Nov 9, 2021 to Nov 9, 202112
Timeline
- Jun 3, 20268-K Entered a material agreement; New debt or obligation22
- Feb 18, 20268-K Listing notice or transfer23
- Nov 4, 20258-K Bylaws or fiscal year changed; Shareholder vote; Other events24
- Oct 6, 20258-K New debt or obligation25
- Oct 3, 20258-K Entered a material agreement26
- Sep 9, 20258-K Other events27
- Apr 23, 20258-K Change of auditor28
- Apr 10, 20258-K Ended a material agreement; Change of auditor29
- Jan 29, 20258-K Earlier financial statements no longer reliable30
- Nov 19, 20248-K Listing notice or transfer; Bylaws or fiscal year changed; Shareholder vote31
- Nov 13, 20248-K Entered a material agreement; Listing notice or transfer; Other events32
- Nov 12, 20248-K Entered a material agreement; Other events33
- Nov 9, 2021New chief executive Michael Rolnick becomes CEO12
Filings
171 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 41 major events, 19 insider forms, 38 large holders, 52 other. The latest 20:
- Oct 2, 2026DEF 14A PROXY STATEMENT EDGAR
- Sep 17, 2026PRE 14A PRELIMINARY PROXY STATEMENT EDGAR
- Aug 14, 202610-Q QUARTERLY REPORT EDGAR
- Jun 3, 20268-K CURRENT REPORT EDGAR
- May 21, 2026SCHEDULE 13G/A EDGAR
- May 15, 202610-Q QUARTERLY REPORT EDGAR
- May 13, 2026SCHEDULE 13G EDGAR
- Apr 1, 202610-K ANNUAL REPORT EDGAR
- Apr 1, 2026NT 10-K NOTIFICATION OF LATE FILING EDGAR
- Feb 18, 20268-K CURRENT REPORT EDGAR
- Feb 13, 2026SCHEDULE 13G/A EDGAR
- Nov 14, 202510-Q QUARTERLY REPORT EDGAR
- Nov 4, 20258-K CURRENT REPORT EDGAR
- Oct 21, 202510-Q/A AMENDMENT NO. 1 TO FORM 10-Q EDGAR
- Oct 6, 20258-K CURRENT REPORT EDGAR
- Oct 3, 20258-K CURRENT REPORT EDGAR
- Sep 30, 2025DEF 14A PROXY STATEMENT EDGAR
- Sep 9, 20258-K CURRENT REPORT EDGAR
- Aug 26, 2025PRE 14A PRELIMINARY PROXY STATEMENT EDGAR
- Aug 14, 202510-Q QUARTERLY REPORT EDGAR
The 171 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
2 open-market trades by officers, directors and large owners since October 2021: 1 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jun 2, 2023 | Polar Asset Management Partners Inc.10% owner | Sale | 43,205 | $10.44 | $451.1K | Form 4 |
| May 31, 2023 | Polar Asset Management Partners Inc.10% owner | Buy | 38,205 | $10.44 | $398.9K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- CLEAR STREET LLCSCHEDULE 13G/A, 2 filings May 13, 2026 to May 21, 202634
- TD SECURITIES (USA) LLCSCHEDULE 13G/A, 2 filings Aug 12, 2025 to Feb 13, 202635
- Sandia Investment Management LPSCHEDULE 13G/A, 2 filings Feb 14, 2025 to Aug 14, 202536
- Quarry LPSCHEDULE 13G, 1 filing Feb 14, 202537
- COWEN AND COMPANY, LLCSCHEDULE 13G/A, 2 filings Nov 13, 2024 to Feb 13, 202538
- Walleye Capital LLCSCHEDULE 13G/A, 3 filings Feb 14, 2024 to Feb 6, 202539
- FIR TREE CAPITAL MANAGEMENT LPSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 202440
- Polar Asset Management Partners Inc.SC 13G/A, 3 filings Jun 9, 2023 to Nov 14, 202441
- PERISCOPE CAPITAL INC.SC 13G/A, 2 filings Feb 9, 2024 to Nov 12, 202442
- Radcliffe Capital Management, L.P.SC 13G/A, 2 filings Aug 11, 2023 to Jun 28, 202443
- WOLVERINE ASSET MANAGEMENT LLCSC 13G/A, 2 filings Feb 8, 2024 to Feb 21, 202444
- CB Co-Investment LLCSC 13G, 1 filing Feb 20, 202445
- CALAMOS INVESTMENT TRUST/ILSC 13G, 2 filings Feb 8, 2022 to Feb 14, 202446
- Sculptor Capital LPSC 13G/A, 3 filings Nov 17, 2021 to Feb 14, 202447
- Mizuho Financial GroupSC 13G, 1 filing Feb 13, 202448
- Taconic Capital Advisors LPSC 13G/A, 2 filings Feb 10, 2023 to Feb 12, 202449
- Castle Creek Arbitrage, LLCSC 13G/A, 3 filings Feb 11, 2022 to Jan 10, 202450
- Exos Asset Management LLCSC 13G, 1 filing Jun 16, 202351
- Beryl Capital Management LLCSC 13G/A, 2 filings Feb 14, 2022 to Feb 13, 202352
SEC filer profile
How Chain Bridge I is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARChain Bridge I1
- CIK0001845149
- Employer ID (EIN)95-15789554
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address8 The Green, #17538, Dover, DE 199011
- Phone302-597-74381
- Shares outstanding2,621,590 Common Class A shares; 3,191,000 Common Class B shares as of Mar 27, 20264
- Public float$5.3M as of Jun 30, 20254
- AuditorRBSM LLP, New York, NY PCAOB ID 587; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 16, 20211
- Filings181 in all: 8-K (36), 3 (17), SC 13G (16), 10-Q (15), SC 13G/A (13), UPLOAD (10), CORRESP (9), DEFA14A (8)1
All 30 form types
10-K (5), 8-K/A (5), DEF 14A (5), PRE 14A (5), S-1/A (5), SCHEDULE 13G/A (5), 425 (4), SCHEDULE 13G (4), 25-NSE (2), 4 (2), NT 10-K (2), NT 10-Q (2), PRER14A (2), 10-Q/A (1), 424B4 (1), 8-A12B (1), CERT (1), DEFR14A (1), DRS (1), EFFECT (1), S-1 (1), SC 14F1 (1)
- Latest filingsAnnual report (10-K) Apr 1, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Oct 2, 2026
Latest 8-K (8-K) Jun 3, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| CBGGF | NONE | |
| CBRRF | NONE | |
| CBRGF | NONE |
From the cover page of the 10-K filed Apr 1, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Chain Bridge I names in Item 1A of its 10-K filed Apr 1, 2026: 77 risks under these headings, as written.4
- Risks Related to Our Business and Financial Position
- We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
- Past performance by our team or their affiliates may not be indicative of future performance of an investment in us.
- The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a partner.
- Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or nonperformance by financial institutions or transactional counterparties, could adversely affect our ability to raise sufficient funds to finance our initial business combination or our ability to raise capital to fund our operations following our initial business combination, in each case, on reasonable terms, or at all.
- Risks Related to Our Proposed Initial Business Combination
- Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
- If we seek shareholder approval of our initial business combination, Fulton AC, CBG, CB Co-Investment and our current and former directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
- The requirement that we consummate an initial business combination by November 15, 2026 may give potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
- Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by current or anticipated military conflict, including between Russia and Ukraine and the conflict in the Middle East, terrorism, sanctions, changes to foreign trade policies or other geopolitical events globally, a pandemic, and the status of debt and equity markets.
The other 67 risks
- The current economic environment may lead to increased difficulty in completing our initial business combination.
- As the number of special purpose acquisition companies evaluating targets has experienced a resurgence, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
- We may not be able to consummate an initial business combination by November 15, 2026, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
- If we seek shareholder approval of our initial business combination, Fulton AC and our directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
- If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
- If we instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.
- If we liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash, the cash balances of the trust account’s bank accounts may exceed the FDIC insurance limitations.
- The Company’s securities have been delisted from trading on Nasdaq and currently trade on the OTCID, which may adversely affect the flexibility of investors’ to resell their securities in the secondary market.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
- Because of our limited resources and the increased competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may, as of March 27, 2026, receive only approximately $12.37 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- If the funds not being held in the trust account are insufficient to allow us to operate until November 15, 2026, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from Fulton AC and C/M Lender to fund our search and to complete our initial business combination.
- Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.
- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per public share.
- Our directors may decide not to enforce the indemnification obligations of Fulton AC, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time.
- If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.
- If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
- If we do not consummate an initial business combination by November 15, 2026, our public shareholders may be forced to wait beyond November 15, 2026 before redemption from our trust account.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- We may not hold an annual general meeting until after the consummation of our initial business combination.
- Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination.
- We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.
- Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.
- The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
- The grant of registration rights to CBG, CB Co-Investment and our then directors and officers may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
- Because we are neither limited to evaluating a partner business in a particular industry sector nor have we selected any specific partner businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular partner business’s operations.
- We may seek acquisition opportunities in industries or sectors which may or may not be outside of our team’s area of expertise.
- Although we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria.
- We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
- We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our fourth amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- Fulton AC, CBG, CB Co-Investment and our current and former directors and officers may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
- Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $12.37 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
- Risks Related to Our Operations
- Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, which could include other blank check companies, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our executive officers and directors, some of whom may join us following our initial business combination. The loss of our officers and directors could negatively impact the operations and profitability of our post-combination business.
- Our key personnel may negotiate employment or consulting agreements with a partner business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- We may have a limited ability to assess the management of a prospective partner business and, as a result, may affect our initial business combination with a partner business whose management may not have the skills, qualifications or abilities to manage a public company.
- The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination partner’s key personnel could negatively impact the operations and profitability of our post-combination business.
- We may engage in a business combination with one or more partner businesses that have relationships with entities that may be affiliated with Fulton AC, CBG, CB Co-Investment or our team which may raise potential conflicts of interest.
- Since Fulton AC will lose its entire investment in us if our initial business combination is not completed (other than with respect to public shares that they acquire), a conflict of interest may arise in determining whether a particular business combination partner is appropriate for our initial business combination.
- We may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of the Initial Public Offering, the private placement warrants and the proceeds from the Fulton AC loan, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- We may attempt to simultaneously complete business combinations with multiple prospective partners, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
- Our team may not be able to maintain control of a partner business after our initial business combination. Upon the loss of control of a partner business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
- We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We may seek to amend our fourth amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
- Certain agreements related to the Initial Public Offering may be amended without shareholder approval.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a partner business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $12.37 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- Fulton AC holds a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
- A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
- Our warrants are accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.
- Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
- We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
- Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
- Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
- There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
- Because we must furnish our shareholders with partner business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective partner businesses.
Legal proceedings
To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARChain Bridge I filings on SEC EDGAR
- 2SEC EDGARChain Bridge I 10-K for fiscal 2025
- 3SEC EDGARChain Bridge I filings on SEC EDGAR
- 4
- 5SEC EDGARChain Bridge I 10-K for fiscal 2021
- 6SEC EDGARChain Bridge I 10-K for fiscal 2022
- 7SEC EDGARChain Bridge I 10-K for fiscal 2023
- 8SEC EDGARChain Bridge I 10-Q for fiscal 2025
- 9SEC EDGARChain Bridge I 10-Q for fiscal 2025
- 10SEC EDGARChain Bridge I 10-Q for fiscal 2026
- 11SEC EDGARChain Bridge I 10-Q for fiscal 2025
- 12
- 13
- 14
- 15SEC EDGARLewis Silberman, Board member
- 16SEC EDGARPaul Baron, Board member
- 17SEC EDGARDaniel Wainstein, Board member
- 18SEC EDGAROliver Wiener, Board member
- 19SEC EDGARChristopher Darby, Board member
- 20SEC EDGARLetitia A. Long, Board member
- 21SEC EDGARMichael J. Morell, Board member
- 22
- 23SEC EDGARListing notice or transfer
- 24
- 25SEC EDGARNew debt or obligation
- 26SEC EDGAREntered a material agreement
- 27SEC EDGAROther events
- 28SEC EDGARChange of auditor
- 29
- 30
- 31
- 32
- 33
- 34
- 35
- 36
- 37
- 38
- 39
- 40
- 41
- 42
- 43
- 44
- 45
- 46
- 47
- 48
- 49
- 50
- 51
- 52