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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): September 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 1.01 Entry into a Material Definitive Agreement.
On
September 29, 2025, Chain Bridge I (the “Company”) and Fulton AC I LLC (the “Fulton AC”) entered into an agreement
(the “Contribution Agreement”) pursuant to which Fulton AC agreed to make monthly capital contributions to the trust account
in exchange for certain holders not redeeming their Class A ordinary shares of the Company sold in the Company’s initial public
offering (collectively, the “Public Shares”) in connection with an extraordinary general meeting of the Company’s shareholders
to be held on October 29, 2025 (the “Meeting”) to consider and vote on, among other proposals, 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 (the “Existing Termination Date”) to November 15, 2026 (the “Extended
Termination Date”), the date (the “Termination 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 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.
Pursuant
to the Contribution Agreement, if the Amendment Proposal is approved and implemented, Fulton AC has agreed to contribute to the Company
$0.01 per Public Share, that remains outstanding and is not redeemed in connection with the Amendment Proposal 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 (collectively, the “November 2025 Meeting Contribution”), which amount
will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares, other
than Converted Shares, that remain outstanding after the Redemption and length of time until the consummation of an Initial Business
Combination or winding up of the Company.
The
November 2025 Meeting Contributions are conditioned upon the implementation of the Amendment Proposal. The November 2025 Meeting Contributions
will not be made if the Amendment Proposal Extension is not approved or completed. If Fulton AC or its designees advises the Company
that it does not intend to make the November 2025 Meeting Contributions, then the proposals will not be put before the shareholders at
the General Meeting and the Company will wind up, liquidate and dissolve in accordance with the Existing Charter. The Company’s
Board of Directors (the “Board”) will have the sole discretion whether to wind up the Company following November 15, 2025
and if the Board determines to wind up the Company, Fulton AC or its designees will not make any additional Contributions following such
determination.
Fulton
AC has previously contributed to the Company for deposit into the Trust Account an aggregate amount of approximately $102,630 in connection
proposals adopted at meetings of the Company’s shareholders in February 2024 and November 2024 and has agreed to contribute an
additional $4,557.36 on October 15, 2025 in satisfaction of the contributions related to the November 2024 meeting (collectively, the
“Prior Contributions”). Fulton AC has agreed to contribute an aggregate amount of up to approximately $54,688 to the Company
for deposit into the Trust Account to fund the November 2025 Meeting Contributions if the Amendment Proposal is approved and implemented
(the “New Contributions” and, together with the Prior Contributions, the “Contributions”). Pursuant to the Contribution
Agreement, as consideration for the Contributions, upon consummation of the Company’s Initial Business Combination, Fulton AC will
receive an amount of capital stock or other security of the entity surviving the Initial Business Combination (as defined in the Existing
Charter) that is directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any capital stock or other security of the entity that survives the Initial Business Combination, the type and amount of
which will be agreed upon by Fulton AC, the Company (with approval of independent members of the Board who do not have a conflict of
interest) and other parties to the definitive agreement setting forth the terms of the Initial Business Combination. Fulton AC will not
receive value for the Contributions if the Company does not consummate an Initial Business Combination. Even if an Initial Business Combination
is consummated, the return of some or all of the value of the Contributions to Fulton AC is dependent on future agreement by the parties
to the Initial Business Combination.
Where
You Can Find Additional Information
The
Company filed its Proxy Statement for the Meeting with the SEC on September 30, 2025 to consider and vote upon the Amendment Proposal
and other matters, and, beginning on or about September 30, 2025, first mailed the Proxy Statement and other relevant documents to its
shareholders as of the September 11, 2025 record date for the Meeting. The Company’s shareholders and other interested persons
are advised to read the Proxy Statement and any amendments thereto, as well as all other relevant materials filed or that will be filed
with the SEC, in connection with the Company’s solicitation of proxies for the Meeting to be held to approve, among other things,
the Amendment Proposal, because these documents will contain important information about the Company and the Amendment Proposal. Shareholders
may also obtain a copy of the Proxy Statement, as well as other documents filed with the SEC regarding the Amendment Proposal and other
documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov .
Participants
in the Solicitation
The
Company and certain of its respective directors, executive officers and other members of management and employees, under SEC rules, may
be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the Amendment Proposal.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s shareholders
in connection with the Amendment Proposal is set forth in the Company’s most recent Annual Report on Form 10-K for the year ended
December 31, 2024, as amended, and the Proxy Statement and any amendments thereto that have been filed with the SEC. Investors and security
holders may obtain more detailed information regarding the names of the Company’s directors and executive officers in the Company’s
most recent Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and other documents of the Company filed, or
to be filed, from time to time with the SEC. Additional information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests are included in the Proxy Statement. Shareholders, potential investors and other interested persons
should read the Proxy Statement carefully before making any voting or investment decisions. You may obtain free copies of these documents
from the sources indicated above.
Forward-Looking
Statements
The
information included herein and in any oral statements made in connection herewith include “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are
not limited to, statements regarding the issuance of the public Class A ordinary shares to the non-redeeming shareholders, additional
voting and non-redemption agreements, the amount of funds that will be in the Trust Account on the date of the Meeting and the funds
that will remain in the Trust Account following the Meeting and approval of the Amendment Proposal and the timing thereof. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business,
market, financial, political and legal conditions; the inability of the Company to successfully or timely implement the extension or
that the approval of the shareholders of the Company is not obtained; the amount of redemption requests made by the Company’s public
shareholders; and those factors described or referenced in the Company’s most recent Annual Report on Form 10-K for the year ended
December 31, 2024, as amended, under the heading “Risk Factors,” and other documents of the Company filed, or to be filed,
from time to time with the SEC, including the Proxy Statement. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that
the Company presently knows or that the Company currently believe are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations,
plans or forecasts of future events and views as of the date hereof. The Company anticipate that subsequent events and developments will
cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some
point in the future, the Company specifically disclaim any obligation to do so except as otherwise required by applicable law. These
forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the
date hereof. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell, nor a solicitation of an offer
to buy, any securities in connection with the Amendment Proposal or otherwise, or the solicitation of a proxy, consent or authorization
in any jurisdiction pursuant to the Amendment Proposal or otherwise, nor shall there be any sale of securities in any jurisdiction in
which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such
jurisdiction or otherwise in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom, and otherwise in accordance with applicable law.
The
Contribution Agreement is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description
of the Contribution Agreement is qualified in its entirety by reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Contribution
Agreement by and between Chain Bridge I and Fulton AC I LLC, dated September 29, 2025. |
| 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:
October 3, 2025
| |
CHAIN BRIDGE I |
| |
|
| |
By: |
/s/ Andrew Cohen |
| |
Name: |
Andrew Cohen |
| |
Title: |
Chief Executive Officer |
4
