Chain Bridge I (OTC: CBGGF) issues $1,250,000 note for deal costs

Rhea-AI Filing Summary

Chain Bridge I disclosed that it issued an unsecured, non-interest bearing promissory note to C/M Capital Master Fund LP with an aggregate principal amount of $1,250,000 for an aggregate purchase price of $1,000,000. The note is due in full on June 30, 2026 and may be prepaid at any time without penalty. It ranks junior to certain existing indebtedness of the company and senior to all other indebtedness of the company and its subsidiaries.

The proceeds will be used to pay fees and expenses related to the company’s initial business combination and for other general corporate purposes. The note contains customary covenants and events of default, including bankruptcy-related events, uncured breaches lasting five business days, and failure to establish and authorize a new series of preferred shares by November 15, 2025. The lender has the right to exchange all or part of the note into these new preferred shares on mutually agreed terms.

Insights

Capital structure and SPAC financing analyst

Chain Bridge I adds discounted bridge financing with equity-conversion optionality.

The company entered into an unsecured, non-interest bearing promissory note with a principal amount of $1,250,000 for a purchase price of $1,000,000, effectively creating original issue discount financing. The note is due on June 30, 2026, providing near- to medium-term funding that is subordinated to certain existing debt but senior to all other indebtedness of the company and its subsidiaries.

Proceeds are earmarked to pay fees and expenses tied to the initial business combination and for other general corporate purposes, which is typical bridge financing for a blank-check company preparing a transaction. The note includes customary covenants and events of default, and adds a structural feature where failure to establish and authorize a new series of preferred shares by November 15, 2025 itself constitutes an event of default.

The lender may exchange all or a portion of the note into new preferred shares on mutually agreed terms, introducing potential future equity or quasi-equity in the capital stack. Actual impact on ownership and balance sheet will depend on whether the note is repaid in cash by June 30, 2026 or exchanged into preferred shares under the yet-to-be-agreed terms.

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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 30, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 30, 2025, the Company issued an unsecured, non-interest bearing promissory note (the “Note”) to C/M Capital Master Fund LP (the “Lender”) in the aggregate principal amount of $1,250,000, for an aggregate purchase price of $1,000,000.

The Note is due and payable in full on the maturity date, June 30, 2026 (the “Maturity Date”); provided that, upon the occurrence of an Event of Default (as defined below), the outstanding principal and any other amounts outstanding under the Note will become due and payable without demand. The Note may be prepaid at any time without penalty. All payments due under the Note rank junior to certain existing indebtedness of the Company and senior to all other indebtedness of the Company and its subsidiaries. The proceeds of the Note 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 Note includes customary representations, warranties, covenants and events of default (each, an “Event of Default”), including, among others, (i) certain events of bankruptcy, insolvency or reorganization; (ii) breach of certain representations, warranties, covenants or other terms of the Note that remains uncured for five (5) business days, and (iii) failure to establish and authorize a new series of preferred shares of the Company by November 15, 2025 (the “New Preferred Shares”). The Lender has the right to exchange all or any portion of the Note for New Preferred Shares, on terms to be mutually agreed upon by the Company and the Lender.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed herewith as Exhibit 4.1 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		Promissory Note dated September 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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 6, 2025

	CHAIN BRIDGE I
	By:	/s/ Andrew Cohen
	Name:	Andrew Cohen
	Title:	Chief Executive Officer

2

FAQ

What did Chain Bridge I (CBGGF) disclose in this Form 8-K?

Chain Bridge I reported that on September 30, 2025 it issued an unsecured, non-interest bearing promissory note to C/M Capital Master Fund LP with an aggregate principal amount of $1,250,000 for an aggregate purchase price of $1,000,000.

What are the key terms of Chain Bridge Is new promissory note?

The note is unsecured and non-interest bearing, has a principal amount of $1,250,000 and a purchase price of $1,000,000, may be prepaid at any time without penalty, and is due and payable in full on the June 30, 2026 maturity date. It is junior to certain existing indebtedness and senior to all other indebtedness of the company and its subsidiaries.

When does Chain Bridge Is promissory note mature and how is it ranked?

The note matures on June 30, 2026, when all outstanding principal and other amounts become due, or earlier upon an event of default. All payments under the note rank junior to certain existing indebtedness of Chain Bridge I and senior to all other indebtedness of the company and its subsidiaries.

How will Chain Bridge I use the proceeds from the $1,250,000 note?

The company states that the proceeds from the note will be used to pay fees and expenses incurred in connection with its initial business combination and for other general corporate purposes.

What events of default are associated with Chain Bridge Is promissory note?

The note includes customary events of default such as (i) certain events of bankruptcy, insolvency or reorganization, (ii) breaches of specified representations, warranties, covenants or other terms that remain uncured for five business days, and (iii) failure to establish and authorize a new series of preferred shares by November 15, 2025.

Can the lender convert Chain Bridge Is promissory note into equity?

Yes. The lender, C/M Capital Master Fund LP, has the right to exchange all or any portion of the note for the new series of preferred shares of the company, on terms to be mutually agreed by Chain Bridge I and the lender.

What exhibits were filed with Chain Bridge Is Form 8-K?

The company filed as exhibits a Promissory Note dated September 30, 2025 (Exhibit 4.1) and the Cover Page Interactive Data File embedded within the Inline XBRL document (Exhibit 104).