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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): May 28, 2026
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 May 28, 2026, the Chain
Bridge I (the “Company”) entered into Amendment No. 1 (the “Amendment No. 1”) to the unsecured, non-interest bearing
promissory note in the aggregate amount of $1,250,000 (the “Senior Note”), originally issued on September 30, 2025, held by
C/M Capital Master Fund LP (the “Existing Lender”). Pursuant to Amendment No. 1, among other things, (i) the maturity date
of the Senior Note was extended from June 30, 2026 to November 15, 2026 and (ii) the event of default for failure
to establish and authorize a certificate of designation for a new series of preferred shares of the Company on
or before November 15, 2025 was removed.
The foregoing description
of the Existing Note and the Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full
text of Amendment No.1, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 28, 2026, the Company
issued certain unsecured, non-interest bearing promissory notes (the “Notes”) to certain investors (the “Lenders”)
in the aggregate principal amount of $312,500, for an aggregate purchase price of $250,000.
The Notes are due and payable
in full on November 15, 2026 (the “Maturity Date”). The Notes may be prepaid at any time without penalty. All payments due
under the Notes rank junior to Permitted Senior Indebtedness (as defined in the Notes), pari passu to Permitted Indebtedness (as defined
in the Notes) and senior to all other indebtedness of the Company and its subsidiaries. The proceeds from the Notes will be used to pay
for certain fees and expenses incurred in connection with the Company’s initial business combination and for other general corporate
purposes.
The Notes include customary
representations, warranties, covenants and events of default (each, an “Event of Default”), including, among others, (i) certain
events of bankruptcy, insolvency or reorganization and (ii) breach of certain representations, warranties, covenants or other terms of
the Notes that remains uncured for five (5) business days. The Lenders have the right to exchange all or any portion of the Notes for
a new series of preferred shares of the Company on terms mutually agreed upon by the Company and the Lenders.
The foregoing description
of the Notes is not complete and is qualified in its entirety by reference to the full text of the Notes, the form of which is filed as
Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Amendment No. 1 to Senior Note, dated as of
May 28, 2026. |
| 4.2 |
|
Form of Note. |
| 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: June 3, 2026
| |
CHAIN BRIDGE I |
| |
|
| |
By: |
/s/ Andrew Cohen |
| |
Name: |
Andrew Cohen |
| |
Title: |
Chief Executive Officer |
