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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.
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 |