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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): November 2, 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 |
|
OTCID |
| 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 November 5, 2026, Chain
Bridge I (the “Company”) entered into Amendment No. 2 (the “Amendment No. 2”) to the unsecured, non-interest-bearing
promissory note in the aggregate amount of $1,250,000 (as amended by that certain Amendment No.1 to Senior Note, dated as of May 28, 2026,
the “Senior Note”), originally issued on September 30, 2025, held by C/M Capital Master Fund LP. Pursuant to Amendment No.
2, among other things, the maturity date of the Senior Note was extended from November 15, 2026 to November 15, 2027.
The foregoing description
of the Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full
text of Amendment No. 2, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 November 2, 2026, the
Company held an 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 4th amended and restated
memorandum and articles of association (the “Existing Charter”), to extend from November 15, 2026 to November 15,
2027 (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 (i) cease all operations except for the purpose of winding up;
(ii) 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 (iii) 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. |
| 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 October
2, 2026, 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 |
| 5,189,191 |
|
287 |
|
0 |
Proposal 2 – the Adjournment Proposal
The Adjournment Proposal was
not presented to the shareholders because there were sufficient votes to approve the Amendment Proposal.
A copy of the Company’s
Fifth 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 56,262 Class A Ordinary Shares of the Company exercised their right to redeem their shares
for an aggregate of approximately $715,526.56 in cash held in the trust
account established for the benefit of the persons holding Public Shares.
After the redemptions discussed
above, 2,565,328 shares of Class A Ordinary Shares are outstanding, including Class A Ordinary Shares included in 1,855 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
Number |
|
Description |
| 3.1 |
|
Fifth Amended and Restated Memorandum and Articles of Association |
| 4.1 |
|
Amendment No. 2 to Senior Note, dated as of November 5, 2026. |
| 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 6, 2026
| |
CHAIN BRIDGE I |
| |
|
| |
By: |
|
| |
Name: |
Andrew Cohen |
| |
Title: |
Chief Executive Officer |
