Chain Bridge I (CBGGF) loses OTCQB status over low public float

Rhea-AI Filing Summary

Chain Bridge I has been downgraded from the OTCQB Venture Market to the OTCID Basic Market after failing to meet public float requirements. OTC Markets Group notified the company on February 11, 2026 that the cure period had expired, and the move to OTCID became effective on February 12, 2026.

The issue stems from the company’s public float being less than 10% of total shares outstanding, below OTCQB’s continued listing standard. The company states that its business operations and SEC reporting obligations will continue unchanged, and it is evaluating strategic options to regain compliance with relevant listing standards.

Positive

• None.

Negative

• Loss of OTCQB listing status: Chain Bridge I’s securities were moved from the OTCQB Venture Market to the OTCID Basic Market after failing to maintain a public float of at least 10% of total shares outstanding, indicating non-compliance with a key continued listing standard.

Insights

Equity market structure analyst

Chain Bridge I lost OTCQB status due to insufficient public float and now trades on OTCID Basic.

Chain Bridge I no longer meets OTCQB’s continued listing requirement that public float be at least 10% of total shares outstanding. After a cure period that began with a notice on November 12, 2025, OTC Markets informed the company on February 11, 2026 that the cure period had expired.

As a result, the company’s securities were transferred to the OTCID Basic Market effective February 12, 2026. The company indicates it will continue filing periodic SEC reports and that business operations are not expected to be affected by the market change.

Management notes it is actively evaluating strategic options to increase public float to at least 10% and to satisfy all OTCQB eligibility requirements under Section 1 of those listing standards, which would be needed to move back to OTCQB.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Understanding 8-K Material Events →

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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): February 11, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on November 12, 2025, Chain Bridge I (the “Company”) received a written notice from the OTC Markets Group (“OTC”) notifying the Company that, because the Company’s public float as it is currently displayed on the Company profile is less than 10% of the total shares outstanding, the Company is not currently in compliance with the public float requirement for continued listing on OTCQB Venture Market (“OTCQB”), as set forth in Section 2 of the OTCQB listing.

On February 11, 2026, the Company received a written notice from OTC indicating that the cure period has now expired. Consequently, the Company’s securities were moved from the OTCQB market to the OTCID Basic Market (“OTCID”) on February 12, 2026. OTC further notified the Company that if it would like to be moved back to OTCQB, it must increase public float to at least 10% of the total shares outstanding and meet all of the eligibility requirements under Section 1 of the OTCQB listing standards.

The Company will continue to file its periodic reports and remain subject to the reporting obligations under the Securities Exchange Act of 1934. The Company is actively evaluating strategic options to regain compliance with relevant listing standards and remains committed to upholding transparency and stability for all stakeholders.

The transition of the Company’s common stock and warrants to the OTCID is not expected to affect the Company’s business operations or its reporting requirements under the rules of the SEC.

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: February 18, 2025

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

2

FAQ

Why was Chain Bridge I (CBGGF) moved from OTCQB to OTCID Basic?

Chain Bridge I was moved to OTCID Basic because its public float fell below 10% of total shares outstanding. OTC Markets determined the company no longer met OTCQB’s continued listing standards after a cure period, triggering the market downgrade.

When did Chain Bridge I lose its OTCQB listing status?

OTC Markets notified Chain Bridge I on February 11, 2026 that its cure period had expired. The company’s securities were then transferred from the OTCQB Venture Market to the OTCID Basic Market effective February 12, 2026.

Does the OTCID move affect Chain Bridge I’s SEC reporting obligations?

The company states the move to OTCID Basic is not expected to affect its SEC reporting obligations. Chain Bridge I plans to continue filing periodic reports and remains subject to the Securities Exchange Act of 1934 reporting requirements.

What must Chain Bridge I do to regain OTCQB listing eligibility?

To move back to OTCQB, Chain Bridge I must increase public float to at least 10% of total shares outstanding and meet all eligibility requirements under Section 1 of the OTCQB listing standards, according to OTC Markets’ notice.

Will the OTCID transition affect Chain Bridge I’s business operations?

The company states the transition of its common stock and warrants to the OTCID Basic Market is not expected to affect business operations. Management emphasizes a commitment to transparency and stability while it evaluates options to regain listing standard compliance.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.9 KB
• EX-101 XBRL PRESENTATION FILE 25.3 KB