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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). |
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