Chain Bridge I

This filing provides Chain Bridge I with an additional year to find and close a de-SPAC transaction, eliminating the immediate redemption risk that existed before the extension. The trust value per share after redemptions remains above the IPO price (approximately $12.01 per share, close to the stated trust/share of $12.519), providing a floor for public shareholders. The removal of the net tangible asset limitation gives the sponsor more flexibility to close a deal even if trust value declines. The sponsor's monthly contributions, while small, signal continued commitment and help offset trust expenses. The overwhelming shareholder approval (5,247,303 for vs. 1,287 against) indicates strong support for the extension.

The converted loan is the striking figure: $1.15 million of debt becomes 1,150,000 warrants carried at just $11,500 of fair value, a 99% writedown that says the market ascribes almost no probability to those warrants finishing in the money - and the filing states they expire worthless if no combination closes by November 15, 2025. With a $583,851 working capital deficit against $428,625 of cash, the vehicle depends on further sponsor support. The filing also references Nasdaq's 36-month completion rule under IM-5101-2.

The issuance of $1,250,000 in principal debt at a $1,000,000 purchase price adds new leverage and implicit discount financing costs to a SPAC still in its search phase. The November 15, 2025 corporate action deadline ties directly to default acceleration rights, creating a near-term operational milestone. The exchange feature grants the lender potential equity participation upside capped at $11,250,000 in stated value, which could affect future capitalization structures upon a business combination. The filing also waives traditional confidentiality and insider trading restrictions between the company and the holder, permitting free trading and disclosure by the lender. While the document confirms ongoing efforts to secure transaction funding, it leaves the reported trust floor of $12.519 per share and the contractual liquidation date of November 15, 2026 entirely intact. All factual assertions, dollar amounts, and dates are drawn directly from the submitted 8-K and Exhibit 4.1 disclosures.

This filing materially resets the SPAC's redemption calendar and capital preservation strategy ahead of the October 29, 2025 proxy vote. The structured $0.01 monthly trust accretion directly counteracts per-share dilution from redemptions, acting as a tactical incentive for public holders to retain shares during the extension vote. Mechanically, pushing the hard liquidation deadline to November 15, 2026 provides management an additional twelve-month runway to negotiate a business combination. Simultaneously, removing the $5,000,001 net tangible asset floor mitigates the risk of forced dissolution when target valuations decline. The document reveals sponsor conduct through a pattern of recurring, milestone-linked capital injections, demonstrating administrative continuity but also placing liquidation leverage squarely in Fulton AC's hands via its right to cease funding. Investors must evaluate the disclosed funding schedule against the binary outcome of the upcoming vote, while noting that the unspecified equity consideration granted to the sponsor will introduce future share count expansion contingent solely on deal success.

According to the Board, the extension seeks additional time to negotiate a Potential Business Combination with CommLoan, Inc. under a non-binding letter of intent, though the Board explicitly warns there is no definitive agreement and completion is not assured. Sponsor affiliates and management hold 90.98% of voting power and intend to vote 'FOR' the proposals, meaning public shareholder redemption behavior alone will dictate liquidity impact. The Board disclosed that prior shareholder votes triggered redemptions totaling approximately $197,854,025 (May 2023), approximately $34,530,234 (February 2024), and approximately $6,336,383 (November 2024). Management notes that if public redemptions proceed heavily, the remaining trust balance could shrink significantly, potentially subjecting the securities to SEC 'penny stock' rules. On personnel and operations, the Board reported a December 2023 leadership overhaul appointing Andrew Cohen as Chief Executive Officer, reducing the board to four directors, and funding daily administration via a $30,000 monthly services agreement ($180,000 accrued) and an exchange note drawing of approximately $585,076. The filing contains no claims regarding customer volumes, revenue metrics, addressable market size, proprietary technology, external commercial partnerships, or ongoing litigation.

Per the press release, CommLoan is a commercial real estate lending technology company established in 2014 and headquartered in Scottsdale, Arizona, operating a platform named CUPID™. CommLoan’s founder and CEO, Mitch Ginsberg, who holds over 30 years of experience in residential and commercial mortgage markets, states the company connects borrowers with commercial mortgage options through “over 900 different banking and financial partners,” covering multifamily, retail, office, industrial, healthcare, and SBA products. The press release attributes to the Mortgage Bankers Association an estimate that the commercial and multifamily mortgage market is approximately $4.8 trillion. Chain Bridge I CEO and director Andrew Cohen characterizes the commercial mortgage origination market as “highly antiquated” and asserts CommLoan’s platform represents disruptive technology built after “10 years of intense research and development.” The LOI establishes a 30-day exclusive negotiation period and subjects the combination to customary conditions, including definitive agreements, due diligence, board approvals, and shareholder votes. If a binding agreement is executed, the company intends to file a Form S-4.

Without this extension, the SPAC would liquidate on November 15, 2025, returning trust proceeds to public shareholders. With approval, the SPAC gains another year to consummate a business combination, but public shareholders have a redemption opportunity now. The trust per-share value is $12.519 (per metadata), which is above the $10.00 IPO price. Sponsor insiders hold ~91% voting power and will vote in favor, making approval likely. The filing also provides a detailed history of prior redemptions (18.8M shares redeemed in May 2023, 3.1M in Feb 2024, 550k in Nov 2024) and sponsor contributions.

Shareholders face heightened risk of liquidation without a completed business combination. The termination of the only announced deal leaves limited time to find a new target. The low cash balance and ongoing expenses may force earlier liquidation, and shareholders may only recover trust proceeds (~$11.90 per share) rather than any premium. The material weakness indicates potential reporting reliability issues.

The SPAC has no active business combination agreement and only $17,565 in cash outside the trust. The extension runs only through July 15, 2025 (a few days past this filing date). Without a new deal or another extension, the SPAC will liquidate. The delisting from Nasdaq to OTCQB further limits liquidity. Trust per-share value is ~$11.748, above the IPO floor.

The termination of the Phytanix deal and the company's limited trust funds (only ~$5.4 million total) and short time to deadline (November 2025) increase the risk of liquidation. The trust per share is high but only for the few remaining redeemable shares. The material weakness and going concern doubt signal financial instability. The sponsor's monthly contributions are keeping the trust alive but at a minimal level.

This filing does not alter the stated redemption deadline of 2026-11-15, nor does it modify the trust value of $12.519 per share or the SEARCHING status. However, the acknowledged material weakness in internal controls over liability reconciliation introduces governance and compliance risk that may delay the company's submission of the Form 10-K for fiscal year 2024 and the amended Form 10-Q. The disclosure of a $200,000 bridge financing note from Phytaix Bio highlights historical capital activity unrelated to a deSPAC combination, but provides no data on merger target progress, negotiations, or extension voting timelines. Investors monitoring sponsor conduct should note the management admission of deficient internal control design, while the outgoing auditor's letter explicitly states agreement with the company's disclosure and cites no disputed accounting matters or qualified opinions.

The delisting terminates exchange-listed trading for the SPAC while it remains in a searching period, which directly constrains shareholder liquidity, complicates the practical exercise of redemption rights, and may impede the sponsor's ability to negotiate or consummate a business combination within the stated timeframe, as outlined in the April 11, 2025 notice from Nasdaq Stock Market LLC. The filing contains no operational, financial, or partnership disclosures beyond these procedural listing actions.

The collapsed transaction eliminates the near-term acquisition pathway, leaving the sponsor to navigate shareholder redemptions, potential trust extensions, or a renewed business combination search under heightened scrutiny. Management’s acknowledgment of a material weakness in internal controls over financial reporting—specifically concerning liability identification and reconciliation for the non-reliance periods—signals deficient financial oversight during the prior merger phase. While neither the departing nor incoming auditors cited a formal disagreement under Regulation S-K, the simultaneous auditor replacement, $200,000 restatement requirement, and pending material weakness remediation plan indicate elevated operational and compliance risk. As Andrew Cohen, Chief Executive Officer, signed the disclosure, executive leadership bears direct responsibility for the accounting correction and governance gaps. Investors should monitor upcoming filings for the promised 2024 Form 10-K restatement, the expected auditor approval letter, and any board vote regarding an extension or liquidation sequence before the unextended November 15, 2026, deadline.

Substantively, management stated the auditor transition stems from a prior restatement concerning unaudited consolidated interim financial statements for the three and nine month periods ended September 30, 2024. Management disclosed that these statements were rendered unreliable due to an error that understated a promissory note liability owed to Chain Bridge I by Phytanix Bio by $200,000, which also understated total general and administrative expenses and overstated net income. In connection with this correction, management evaluated internal controls over financial reporting and concluded that a material weakness existed as of September 30, 2024, because the company did not design adequate controls to identify and correct the error, specifically regarding the review and reconciliation of liabilities. These accounting deficiencies and governance weaknesses may delay the filing of the Form 10-K and amended Form 10-Q, elevate sponsor scrutiny, and increase pressure to either locate a new acquisition target or prepare for liquidation before the November 15, 2026, expiration.

Because the notification attributes the filing delay exclusively to auditor review timelines rather than liquidity constraints, operational disruption, or shareholder activism, management frames the situation as a routine reporting lag rather than a redemption or solvency trigger. Investors tracking the November 15, 2026 conversion window should monitor the forthcoming audited 10-K closely, as the registrant explicitly cautions that the preliminary net loss and operating cash flow figures may vary materially once internal controls over financial reporting are finalized and year-end accounting adjustments are processed. The filing contains no new deal milestones, trust amendments, extension waivers, or sponsor conduct disclosures beyond standard forward-looking statement warnings and auditor reliance disclaimers.

Regarding SPAC mechanics, the Audit Committee and management explicitly state that the correction carries no impact on the Company's cash position or the exact amount held in the Trust Account. The corporate search mandate remains active, and the established November 15, 2026 liquidation deadline proceeds uninterrupted by this accounting adjustment. From a sponsor conduct perspective, the acknowledgment of a material weakness signals internal control deficiencies that management has pledged to address by devoting and planning to continue devoting significant effort and resources toward remediation. Chief Executive Officer Andrew Cohen signed the disclosure on January 29, 2025. Aside from the $200,000 bridge note error from Phytaix Bio and the associated expense/income misstatements affecting the September 30, 2024 reporting cycle, the filing contains no new claims regarding target customers, revenue streams, market size, acquisition strategy, technology, partnerships, or litigation.

The rapid trust drawdown and Nasdaq delisting are critical red flags. The company has a definitive deal but faces execution risk and now trades on OTC markets. The trust per share at $11.335 is above par but redemptions continue. The sponsor's monthly payments are tiny ($4,557) relative to trust size, signaling low confidence. The Phytanix Bio deal's $100M equity line of credit from Keystone is a key condition that could fail.

The extension gives Chain Bridge I another year to close its previously disclosed business combination with Phytanix Bio, but the delisting reduces liquidity and marketability. The significant redemptions (roughly 15% of Class A shares) signal low investor confidence. The sponsor's small monthly contributions indicate limited financial support for the trust. The company warns that if the deal fails, liquidation is likely and warrants would expire worthless. This filing is material for investors tracking redemption deadlines, trust value, and deal progress.

The substantive legal architecture for the wind-down is outlined in Exhibit 10.1, which the registrant filed as Amendment No. 1 to the Non-Redemption Agreement. According to the exhibit, this amendment modifies the Original Agreement dated November 11, 2024, specifically altering the recitals to replace the phrase 'prior to November 13, 2024' with 'prior to the Meeting.' The governing law provision, as written in the exhibit, attributes all contract, tort, or statutory disputes to Delaware law, with exclusive jurisdiction assigned to Delaware federal or state courts located in Wilmington. Chief Executive Officer Andrew Cohen signed both the 8-K and the Amendment on behalf of Chain Bridge I. Beyond the administrative enforcement of the 36-month SPAC combination clock cited by Nasdaq staff, the Delaware contractual venues established in the exhibit, and the trustee payout figures confirmed by the registrant, the filing contains no operational claims regarding customer concentrations, revenue generation, market size valuations, technological roadmaps, partnership structures, or active litigation proceedings. The document is strictly procedural and regulatory.

These disclosures lock in the SPAC’s exit mechanics and confirm the termination of the deSPAC trajectory. The registrant’s fixed trust redemption payout of approximately $11.49 per share falls below the $11.90 closing market price reported at the deadline, establishing a clear economic disincentive for public shareholders to tender shares despite the impending November 19, 2024 delisting and trading suspension. The backstop purchase authorization remains active until the November 14, 2024 meeting, altering standard settlement timelines, while Nasdaq staff’s administrative delisting determination confirms the sponsor missed the contractual 36-month merger window, pointing toward liquidation procedures rather than acquisition integration. The registrant further cautions that shareholders may encounter insufficient liquidity when attempting to sell Class A ordinary shares in the open market prior to delisting. The amended contracts establish Delaware law as the exclusive governing framework and grant jurisdiction to U.S. District Court for the District of Delaware or Wilmington state courts for any related disputes.

Per the filing's explicit statements, the non-redemption agreements 'are not expected to increase the likelihood that the Amendment Proposal is approved' but 'will increase the amount of funds that remain in the Company’s trust account.' This mechanic directly alters capital preservation expectations and post-extension trust liquidity for remaining public shareholders. Management stated that the Nasdaq delisting 'does not expect... [to] impact our ability to consummate the Phytanix Business Combination,' referencing a July 22, 2024 business combination agreement with Phytanix Bio, Inc., but the filing warns that loss of a national exchange listing could restrict market quotations, reduce liquidity, and decrease financing ability during the extension period ending November 15, 2025. The document further notes that trust funds will remain invested according to Investment Company Act standards and will not be used to pay any excise taxes under the Inflation Reduction Act of 2022 upon redemption.

The backstop arrangements are designed to preserve trust account liquidity post-vote rather than force immediate redemptions, though registrant counsel explicitly states the agreements will not increase the likelihood of shareholder approval for the extension. Nasdaq delisting immediately removes institutional exchange quotation and standard settlement infrastructure, creating limited market availability, reduced secondary liquidity, and diminished capacity to raise capital during the one-year extension window. Chief Executive Officer Andrew Cohen represents that the delisting will not impede consummation of the referenced Phtytanix Business Combination and that the surviving entity will seek Nasdaq Capital Markets re-listing post-combination; however, he and the registrant warn that if a De-Spac Transaction fails and liquidation becomes mandatory, public shareholders may not realize successor equity appreciation and outstanding warrants will expire worthless. The filing contains no revenue figures, customer lists, technology metrics, or partnership disclosures beyond the singular merger reference. All reported figures, dates, and forward-looking assessments are sourced exclusively from the filed correspondence and executive representations.

The amended mechanics immediately redefine the action timeline for capital allocators: redemption rights now expire precisely two business days before the rescheduled vote on November 12, 2024, requiring strict procedural compliance by 5:30 p.m. Eastern Time. By delaying the shareholder vote by six calendar days while extending the ultimate liquidation trigger forward twelve months to November 15, 2025, the sponsor preserves the principal but prolongs the period of capital uncertainty. The Forward-Looking Statements section, drafted by the registrant, warns that assumptions regarding the issuance of public shares to non-redeeming holders and the resulting trust account remainder may materialize incorrectly, highlighting structural dilution risk. Executed by Chief Executive Officer Andrew Cohen, the postponement signals a tactical pause in pursuit of a target rather than an accelerated deal close, forcing investors to balance the opportunity cost of waiting against the binary path of converting holdings into a post-combination equity position or locking in pro-rata trust distributions ahead of a statutory wind-up under Cayman Islands law.

This filing materially reconfigures the timeline for capital allocation and voting rights. It extends the redemption election window by six calendar days, directly influencing which shareholders lock in their trust payouts versus retain exposure to the proposed 12-month extension. According to the Company’s Chief Executive Officer Andrew Cohen, the postponement provides additional time to engage shareholders regarding the Amendment Proposal. The document outlines the liquidation cascade if the extension fails: the Company must cease operations, wind up, and redeem Class A ordinary shares within ten business days following the lapse of the original November 15, 2024 operational cutoff, subject to Cayman Islands creditor obligations. No revenue, customer, market size, technology, or personnel claims are present. All procedural adjustments, forward-looking risk warnings regarding shareholder approval and trust fund retention, and participant attributions are sourced exclusively to Chain Bridge I management as disclosed in this November 7, 2024 submission.

What changed: Form 12b-25 Notification of Late Filing submitted by Chain Bridge I to seek regulatory relief extending the submission deadline for its Annual Report on Form 10-K for the period ended December 31, 2025. The registrant notified the SEC that its annual report will miss the original filing date because, as Chief Financial Officer Andrew Kucharchuk stated, the company needed additional time to compile certain financial and other information required for the Form 10-K. Mr. Kucharchuk certified that all other periodic reports for the preceding 12 months were filed on time, confirmed that no significant change in results of operations is anticipated in the upcoming report, and committed to delivering the complete 10-K within the fifth calendar day following the prescribed due date under Rule 12b-25(b). This procedural delay does not alter the existing November 15, 2026 business combination deadline or trigger a formal trust extension vote. Why it matters: For shareholders tracking the November 15, 2026 expiration window and the currently reported $12.519 per-share trust balance, the notification introduces a temporary transparency gap around the SPAC’s audited financial position rather than shifting the contractual termination calendar. Because Chain Bridge I remains in SEARCHING status without an announced target, the deferred 10-K postpones independent verification of interest accretion in the trust account and any baseline operating expenses outside that account. The document contains no disclosures regarding customer pipelines, revenue projections, market sizing, technology roadmaps, partnership terms, litigation exposure, or leadership changes; all substantive assertions are limited to administrative filing timelines and compliance certifications made by the Registrant and Mr. Kucharchuk. While routine, continued reliance on Form 12b-25 notices during an extended search phase may reflect audit scheduling friction or delayed diligence pacing, which can influence sponsor execution discipline as capital approaches expiry.

What changed: Form 10-K annual report for fiscal year ended December 31, 2025. Trust value per share $12.37 (as of March 27, 2026); deadline extended to November 15, 2026; $100,000 dissolution expense reimbursement agreement; $1.25 million senior note issued (net $1.0 million); 393,146 shares redeemed for $4.76 million in October 2025; business combination with Phytanix Bio terminated April 7, 2025; securities moved from OTCQB to OTCID; material weakness in internal controls identified; net loss of $1.33 million for 2025; trust account decreased to $766,224 from $5.29 million due to redemptions; sponsor contributed monthly extension payments of ~$4,557 and later $626 per month Why it matters: Provides updated financial condition, trust value above redemption floor, extended deadline reduces immediate liquidation risk, but failed deal and OTC listing increase uncertainty; control weakness may concern investors; sponsor commitment to fund extensions provides some runway

What changed: This filing is an 8-K Current Report (Item 3.01) documenting a routine compliance notice regarding a delisting event and transfer of listing from the OTCQB Venture Market to the OTCID Basic Market. According to the filing, OTC Markets notified the company on November 12, 2025 that its public float fell below 10% of the total shares outstanding, violating Section 2 of the OTCQB standards. After the cure period expired on February 11, 2026, the securities transferred to OTCID on February 12, 2026. Regarding the SPAC mechanics: the filing notes no modification to the stated redemption deadline of 2026-11-15, no trust value changes, and no filing for a deadline extension or target acquisition. The company retains its Shell Company designation and continues trading under symbols CBRRF, CBGGF, and CBRGF on the new venue. Why it matters: SPAC investors tracking deal progress should note the absence of any merger candidate, commercial claims, revenue data, market size projections, or partnership announcements. The document solely addresses regulatory listing compliance. Chief Executive Officer Andrew Cohen asserts the transition will not impact business operations or SEC reporting duties, and states the sponsor is 'actively evaluating strategic options' to restore OTCQB status by increasing the public float back to at least 10% of total shares and meeting all Section 1 eligibility requirements. The downlisting poses material liquidity and visibility risks for the remaining $12.519 per share in trust while the company remains uncombined.

What changed: Routine compliance exhibit: A Schedule 13G/A amendment filed to report beneficial ownership of Chain Bridge I common stock by TD SECURITIES (USA) LLC, Toronto Dominion Holdings (USA) Inc, TD Group US Holdings LLC, and Toronto Dominion Bank. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: The filing updates prior Section 13(d) disclosures to confirm ongoing institutional monitoring by the Toronto Dominion banking syndicate. The provided excerpt identifies the four corporate entities as co-filers but contains no revised share totals, percentage ownership shifts, acquisition dates, or transaction prices. Consequently, the submission does not introduce new conditions affecting the unit redemption calendar, trust distribution mechanics, extension vote scheduling, or sponsor behavior. Why it matters: Beyond the absence of mechanical triggers, the document substantiates that major bank-affiliated brokerages maintain active portfolio tracking of Chain Bridge I’s public equity. Because the excerpt includes no claims regarding underwriting capital commitments, deferred compensation arrangements, target discovery milestones, or leadership changes, it serves as administrative record-keeping rather than strategic signaling. Investors requiring precision on how the SPAC navigates its search window or prepares for business combination approval should retrieve the complete multi-page exhibit to verify whether the amendment documents a threshold-crossing accumulation indicating deployed capital, or a passive holding reclassification preceding liquidation protocols. Until quantified position changes or deal-specific assertions appear in official filings, the trust accounting framework and operational timeline proceed under baseline statutory requirements.

What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025. Shareholders approved extension of the business combination deadline to November 15, 2026, with 393,146 shares redeemed for ~$4.72 million. The Business Combination Agreement with Phytanix Bio was terminated on April 7, 2025. The company issued a $1,000,000 Senior Note (net) to C/M Capital Master Fund LP. Prior period financials were restated to correct understated liabilities and prepaid expenses. A material weakness in internal control over financial reporting was identified. Trust account value increased to $5,494,086 ($12.06 per share) from $5,285,060. Sponsor continued monthly contributions to extend the timeline. Why it matters: The extension to November 2026 provides additional time, but without a current deal, the risk of liquidation persists. The termination of the Phytanix deal resets the search. The new debt and restatement highlight liquidity and accounting reliability concerns. Redemption value per share is $12.06, slightly above the trust per share of $12.519 noted in the prompt, indicating a slight decline in trust value per share from prior periods. Sponsor conduct shows continued financial support but also increased leverage.

What changed: Form 8-K current report filed by Chain Bridge I (CBRRF) under Items 5.03, 5.07, and 8.01, reporting the results of an Extraordinary General Meeting held on October 29, 2025, the approval of a charter amendment to extend the deadline to complete a business combination, the associated trust redemptions, and the sponsor's ongoing monthly contribution to the trust. Shareholders approved an amendment to the company's charter extending the deadline to consummate a business combination from November 15, 2025, to November 15, 2026, and removing the limitation on redemptions when net tangible assets fall below $5,000,001. In connection with the meeting, holders of 393,146 Class A shares exercised redemption rights, redeeming approximately $4,721,683 from the trust account (roughly $12.01 per share). Sponsor Fulton AC I LLC will contribute $625.90 per month to the trust beginning November 16, 2025 until the earliest of the extension date, a business combination, or winding up. After redemptions, 2,621,590 Class A shares (including those in 2,855 units) and 3,191,000 Class B shares remain outstanding. Why it matters: This filing provides Chain Bridge I with an additional year to find and close a de-SPAC transaction, eliminating the immediate redemption risk that existed before the extension. The trust value per share after redemptions remains above the IPO price (approximately $12.01 per share, close to the stated trust/share of $12.519), providing a floor for public shareholders. The removal of the net tangible asset limitation gives the sponsor more flexibility to close a deal even if trust value declines. The sponsor's monthly contributions, while small, signal continued commitment and help offset trust expenses. The overwhelming shareholder approval (5,247,303 for vs. 1,287 against) indicates strong support for the extension.

What changed: An amended 10-Q for Chain Bridge I as at September 30, 2024. Cash was $428,625 against a working capital deficit of $583,851. Liquidity came from $25,000 of founder-share proceeds, a $244,000 related-party note repaid in 2021, IPO and private placement proceeds held outside trust, and convertible notes. Under a Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert its $1.15 million loan at $1.00 per warrant into 1,150,000 warrants, carried at a fair value of $11,500. The company has until November 15, 2025 to consummate a business combination. Why it matters: The converted loan is the striking figure: $1.15 million of debt becomes 1,150,000 warrants carried at just $11,500 of fair value, a 99% writedown that says the market ascribes almost no probability to those warrants finishing in the money - and the filing states they expire worthless if no combination closes by November 15, 2025. With a $583,851 working capital deficit against $428,625 of cash, the vehicle depends on further sponsor support. The filing also references Nasdaq's 36-month completion rule under IM-5101-2.

What changed: A Current Report on Form 8-K (Item 2.03) and attached Exhibit 4.1 (Promissory Note dated September 30, 2025) disclosing the creation of a direct financial obligation. This filing reports that on September 30, 2025, Chain Bridge I issued an unsecured, non-interest-bearing promissory note to C/M Capital Master Fund LP with an original principal amount of $1,250,000 for a purchase price of $1,000,000. The note matures on June 30, 2026, may be prepaid without penalty, and ranks junior to permitted indebtedness but senior to all other indebtedness. Proceeds will pay certain fees and expenses incurred in connection with the Company’s initial business combination and for general corporate purposes. An Event of Default triggers upon failure to establish and authorize a new series of preferred shares by November 15, 2025. The lender may exchange all or part of the note for up to $11,250,000 in stated value of those New Preferred Shares on terms mutually agreed upon. Regarding the trust value of $12.519 per share and the November 15, 2026 redemption deadline, this document contains no amendments to the shareholder redemption calendar, does not modify trust account mechanics, and announces no extensions or target acquisition progress. The company remains a Cayman Islands exempted entity with no subsidiaries, and Chief Executive Officer Andrew Cohen executed the instrument. Why it matters: The issuance of $1,250,000 in principal debt at a $1,000,000 purchase price adds new leverage and implicit discount financing costs to a SPAC still in its search phase. The November 15, 2025 corporate action deadline ties directly to default acceleration rights, creating a near-term operational milestone. The exchange feature grants the lender potential equity participation upside capped at $11,250,000 in stated value, which could affect future capitalization structures upon a business combination. The filing also waives traditional confidentiality and insider trading restrictions between the company and the holder, permitting free trading and disclosure by the lender. While the document confirms ongoing efforts to secure transaction funding, it leaves the reported trust floor of $12.519 per share and the contractual liquidation date of November 15, 2026 entirely intact. All factual assertions, dollar amounts, and dates are drawn directly from the submitted 8-K and Exhibit 4.1 disclosures.

What changed: A Form 8-K Current Report and accompanying Exhibit 10.1 disclosing the execution of a Contribution Agreement between Chain Bridge I and Fulton AC I LLC. Per the Contribution Agreement, Fulton AC I LLC committed to monthly deposits of $0.01 into the Trust Account for each outstanding, non-redeemed Public Share, beginning November 16, 2025. These deposits continue until the earliest of November 15, 2026, an Initial Business Combination, or a winding up. The 8-K caps these New Contributions at approximately $54,688.32, supplementing Prior Contributions of approximately $102,630 and a pending $4,557.36 deposit due October 15, 2025. This funding sequence is expressly conditioned on shareholder approval at an Extraordinary General Meeting scheduled for October 29, 2025. The proposed charter amendment extends the Termination Date from November 15, 2025, to November 15, 2026, and eliminates net tangible asset restrictions below $5,000,001. The filing stipulates that failure to approve the extension or advance notice from Fulton AC withdrawing its funding commitment triggers immediate liquidation under the Existing Charter. Post-November 15, 2026, the Board holds sole discretion to dissolve the Company, terminating further contribution duties. Compensation for Fulton AC consists of undetermined convertible equity in the surviving merger entity, to be negotiated later with independent directors; zero value accrues absent a closed transaction. Why it matters: This filing materially resets the SPAC's redemption calendar and capital preservation strategy ahead of the October 29, 2025 proxy vote. The structured $0.01 monthly trust accretion directly counteracts per-share dilution from redemptions, acting as a tactical incentive for public holders to retain shares during the extension vote. Mechanically, pushing the hard liquidation deadline to November 15, 2026 provides management an additional twelve-month runway to negotiate a business combination. Simultaneously, removing the $5,000,001 net tangible asset floor mitigates the risk of forced dissolution when target valuations decline. The document reveals sponsor conduct through a pattern of recurring, milestone-linked capital injections, demonstrating administrative continuity but also placing liquidation leverage squarely in Fulton AC's hands via its right to cease funding. Investors must evaluate the disclosed funding schedule against the binary outcome of the upcoming vote, while noting that the unspecified equity consideration granted to the sponsor will introduce future share count expansion contingent solely on deal success.

What changed: A definitive proxy statement (DEF 14A) convening an Extraordinary General Meeting on October 29, 2025, to solicit shareholder votes on two proposals: a charter amendment to extend the company's liquidation deadline and remove net tangible asset minimums, and a procedural adjournment measure. The Company's Board states it is proposing to amend the memorandum and articles of association to move the Termination Date from November 15, 2025, to November 15, 2026, and eliminate the provision preventing consummation of an Initial Business Combination if net tangible assets fall below $5,000,001. As of the September 11, 2025 record date, the Board reports the Trust Account contained approximately $5,471,283, yielding approximately $12.01 per non-Converted Public Share available for redemption. Regarding settlement mechanics, the filing notes a commitment from Fulton AC to deposit monthly contributions of $0.01 per outstanding Public share starting November 16, 2025, with a ceiling of approximately $54,688 in New Contributions, building on Prior Contributions of approximately $102,630. The Company also entered a Dissolution Expense Reimbursement Agreement whereby Fulton AC agreed to reimburse the Trust up to $100,000 for liquidation costs. Furthermore, the Company expects to execute 2025 Non-Redemption Agreements requiring backstop investors to surrender 70% of their shares for cash released from the Trust at closing, while retaining 30% as merger consideration. Why it matters: According to the Board, the extension seeks additional time to negotiate a Potential Business Combination with CommLoan, Inc. under a non-binding letter of intent, though the Board explicitly warns there is no definitive agreement and completion is not assured. Sponsor affiliates and management hold 90.98% of voting power and intend to vote 'FOR' the proposals, meaning public shareholder redemption behavior alone will dictate liquidity impact. The Board disclosed that prior shareholder votes triggered redemptions totaling approximately $197,854,025 (May 2023), approximately $34,530,234 (February 2024), and approximately $6,336,383 (November 2024). Management notes that if public redemptions proceed heavily, the remaining trust balance could shrink significantly, potentially subjecting the securities to SEC 'penny stock' rules. On personnel and operations, the Board reported a December 2023 leadership overhaul appointing Andrew Cohen as Chief Executive Officer, reducing the board to four directors, and funding daily administration via a $30,000 monthly services agreement ($180,000 accrued) and an exchange note drawing of approximately $585,076. The filing contains no claims regarding customer volumes, revenue metrics, addressable market size, proprietary technology, external commercial partnerships, or ongoing litigation.