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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): October 29, 2025
Chain Bridge I
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-41047 |
|
98-1578955 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
8 The Green #17538
Dover, DE |
|
19901 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (202) 656-4257
(Former name or former
address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A ordinary shares, par value $0.0001 per share |
|
CBRRF |
|
OTCQB |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share |
|
CBGGF |
|
OTCID |
| Warrants
to purchase Class A Ordinary Shares |
|
CBRGF |
|
OTCID |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in
Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 29, 2025, Chain
Bridge I (the “Company”) held its Extraordinary General Meeting of Shareholders (the “Meeting”). At the Meeting,
the shareholders voted on:
| 1. | The
Amendment Proposal. A proposal to amend and restate, by way of a special resolution, the Company’s 3rd
amended and restated memorandum and articles of association (the “Existing Charter”), to (i) extend from November 15,
2025 to November 15, 2026 (the “Extended Termination Date”), the date by which, if the Company has not consummated a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with
one or more businesses or entities (an “Initial Business Combination”), the Company must (a) cease all operations except
for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the Class A Ordinary Shares sold in the Company’s initial public offering (“Public Shares”); and (c) as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors,
liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law and (ii) remove the limitations on redemptions and consummations of an Initial
Business Combination resulting in or because of the Company having net tangible assets less than $5,000,001. |
| |
2. |
The Adjournment Proposal. A proposal to approve the adjournment of the General Meeting to a later date or dates, if necessary, and to instruct the chairman of the same in accordance with Article 14.7 of the Existing Charter, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise, only to be presented at the General Meeting if there are not sufficient votes to approve the Amendment Proposal. |
Each of the proposals is described in more detail
in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September
30, 2025, as amended from time to time. The results of the votes are set forth below.
Proposal 1 – the Amendment Proposal
Shareholders voted to approve the Amendment Proposal. The proposal
received the following final voting results:
| For |
|
|
Against |
|
|
Abstain |
|
| 5,247,303 |
|
|
1,287 |
|
|
0 |
|
Proposal 2 – the Adjournment Proposal
The Adjournment Proposal was not presented to the
shareholders because there were sufficient votes to approve the Extension Proposal.
A copy of the Amendment of the Company’s
Fourth Amended and Restated Memorandum and Articles of Association as adopted at the Meeting by special resolution of the shareholders
is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
In connection with the Meeting, the holders of
an aggregate of 393,146 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $4,721,683
in cash held in the the trust account (the “Trust Account”) established
for the benefit of the persons holding Public Shares.
Additionally, pursuant to Fulton AC I LLC’s
(“Fulton AC”) previously disclosed agreement to contribute to the Trust Account an amount of funds determined by reference
to the number of shares not redeemed in connection with the approval of the Amendment Proposal, Fulton AC will contribute to the Trust
Account $625.90 per month on the 16th of each calendar month, commencing on November 16, 2025, until the earliest to occur of the Extended
Termination Date, the consummation of an Initial Business Combination, or the winding up of the Company.
After the redemptions discussed above, 2,621,590
shares of Class A Ordinary Shares are outstanding, including Class A Ordinary Shares included in 2,855 of the Company’s outstanding
units, and 3,191,000 shares of Class B Ordinary Shares are outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: November 3, 2025
| |
CHAIN BRIDGE I |
| |
|
| |
By: |
/s/ Andrew Cohen |
| |
Name: |
Andrew Cohen |
| |
Title: |
Chief Executive Officer |
