CBRRF SEC filings, in plain English
Everything Chain Bridge I has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026. Trust value per share remains $12.519 with 62,590 redeemable shares. Deadline to complete a business combination is November 15, 2026. Working capital deficit is $952,568, cash $147,356; substantial doubt about going concern. Sponsor contributed $5,007 through June 30 to extend to July 15, plus $1,252 post-June 30 to extend to September 15. Previous business combination agreement with Phytanix Bio terminated April 2025; no new deal announced. Issued senior notes (C/M Capital Master Fund LP, amended to mature November 15, 2026) and 2026 notes to fund operations. Why it matters: Investors face an approaching November 15, 2026 deadline with no definitive business combination. Limited cash and negative working capital heighten liquidation risk. Trust value of $12.519 per share provides a floor above $10.20, but the SPAC must either find a target or redeem. Sponsor's continued extension contributions show support, but the absence of a new deal increases uncertainty.
trust account, combination deadline, going-concern doubtnothing moved · 3 with no prior record of ours
- Trust account
- $197.9M · unchanged
- Combination deadline
- 2026-11-15 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“their right to redeem their shares for an aggregate of approximately $ 197,854,025 in cash held in the Trust Account. At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and”…
The clause …“an initial Business Combination. If the Company has not consummated a Business Combination by November 15, 2026, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution (as described above)”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report disclosing Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation), documenting Amendment No. 1 to an existing Senior Note and the issuance of new unsecured promissory notes. On May 28, 2026, the Company extended the maturity of its $1,250,000 Senior Note (held by C/M Capital Master Fund LP) from June 30, 2026 to November 15, 2026 and deleted a prior November 15, 2025 default trigger tied to the authorization of preferred shares. Concurrently, the Company created $312,500 in aggregate principal of new unsecured promissory notes for a purchase price of $250,000, also maturing November 15, 2026. All notes bear zero percent interest, permit prepayment at any time without penalty, rank junior to Permitted Senior Indebtedness, pari passu to Permitted Indebtedness, and senior to all other indebtedness. Proceeds are designated for fees and expenses incurred in connection with the Company’s initial business combination and for other general corporate purposes. Holders retain an exchange right to convert all or any portion of the notes for up to $[____] in stated value of a new series of convertible preferred shares on terms mutually agreed upon by the Company and the Lenders. Events of default include bankruptcy, insolvency, reorganization, or a breach of representations, warranties, or covenants remaining uncured for five (5) business days. Notices and communications are directed to 8 The Green #17538, Dover, DE 19901, with contact hours referenced as 9:00 a.m., New York City time. Why it matters: The amended and new instruments mature on November 15, 2026, which aligns exactly with the reported SPAC deadline of 2026-11-15, indicating that external debt financing was secured to fund extension-period operating costs rather than triggering a formal shareholder vote or liquidation timeline. The capital structure now carries $1,562,500 in direct financial obligations that sit below permitted senior debt, altering creditor recovery priority if the entity terminates without a business combination. The new notes carry a significant discount ($250,000 purchase price for $312,500 principal), signaling elevated borrowing costs for a search-stage shell. Regarding redemption deadlines, trust account mechanics, shareholder voting procedures, merger timelines, or sponsor conduct, the filing provides no updates, directives, or structural changes. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive turnover appear. All contractual representations, warranties, covenants, and execution authority are assertions made by the Company and formally countersigned by Chief Executive Officer Andrew Cohen as the authorized signatory.
What changed: Schedule 13G/A — beneficial ownership report. The document is a Schedule 13G/A amendment identifying Clear Street LLC as the reporting holder. It contains no discussion, data, or projections regarding redemption deadlines, trust account balances, extension votes, business combination progress, or sponsor conduct. The filing text includes no figures, strategic assertions, or operational disclosures. Why it matters: Because it is strictly a regulatory ownership disclosure update, it does not advance, delay, or modify Chain Bridge I’s trust structure, redemption timeline, or merger search activities. Investors tracking capital event mechanics, sponsor behavior, or deal progression will find no substantive updates; the submission solely satisfies SEC reporting requirements for shareholder position adjustments.
What changed: Quarterly report on Form 10-Q filed by Chain Bridge I for the quarter ended March 31, 2026, containing unaudited financial statements, MD&A, and updates on the SPAC's search for a business combination. No new business combination agreement is disclosed; the prior Phytanix Bio agreement was already terminated. The trust account held $774,848 as of March 31, 2026, and 62,590 Class A shares subject to possible redemption were carried at approximately $12.380 per share. Cash fell to $136,637 and working capital deficit was $1,060,576. The sponsor contributed $626 monthly to the trust for extensions and, after quarter end, contributed $1,252 on May 12, 2026, extending the company's life through June 15, 2026. The company's securities were moved from OTCQB to OTCID on February 12, 2026, for failing the public float requirement. Management disclosed a material weakness in internal control over financial reporting and reiterated substantial doubt about going concern. Outstanding obligations include an exchange note of $368,680, a bridge financing note of $1,023,235, and a senior note net carrying value of $1,160,397. Why it matters: It confirms the SPAC remains in searching status with a November 15, 2026 deadline, and that survival depends on continued sponsor contributions. The trust account is very small ($774,848) but per-share redemption value is about $12.38, while outside cash is nearly depleted and working capital is negative. The OTCQB-to-OTCID downgrade, material weakness, and substantial-going-concern language heighten execution risk for reaching any deal. Investors tracking redemption value, extension funding, and sponsor conduct will note the continued monthly trust contributions and absence of a new target or definitive agreement.
trust account, combination deadline, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- $197.9M · unchanged
- Combination deadline
- 2026-11-15 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 456Knot matched in this filing
The clause …“their right to redeem their shares for an aggregate of approximately $ 197,854,025 in cash held in the Trust Account. At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and”…
The clause …“an initial Business Combination. If the Company has not consummated a Business Combination by November 15, 2026, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit: an SEC Schedule 13G beneficial ownership report. First, the filing is a standard Schedule 13G submitted on 2026-05-13 (accession [0001708828-26-000179]) by Clear Street LLC disclosing aggregate beneficial ownership of CBRRF shares. Second, the document contains zero statements regarding redemption windows, trust account balances, extension resolutions, target pipeline development, or sponsor fiduciary conduct. Third, the 13G provides no information on customer acquisitions, recurring revenue, market capitalization, growth strategy, proprietary technology, commercial partnerships, litigation exposure, or executive appointments. Why it matters: Because Clear Street LLC’s 13G is a mandatory periodic capital disclosure, it does not trigger takeover rules, shorten the corporate wind-down clock, adjust redemption thresholds, or confirm business combination momentum. The explicit absence of fundamental, operational, or governance specifics means the filing carries no near-term timeline revision risk or valuation input for investors tracking completion milestones or liquidity events.
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 vs 2025-06-20deadline 2025-11-15 → 2026-11-15combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2025-11-152026-11-15
- Trust account
- $197.9M · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 456K · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to November 15, 2026, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable”…
The clause …“their right to redeem their shares for an aggregate of approximately $197,854,025 in cash held in the trust account. 1 At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial”…
The clause …“of uncertain future events. Accordingly, as of December 31, 2025 and 2024, 455,736 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2025-08-14deadline 2025-11-15 → 2026-11-15combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2025-11-152026-11-15
- Trust account
- $197.9M · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 456K · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“initial Business Combination. If the Company has not consummated an initial Business Combination by November 15, 2026, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably”…
The clause …“their right to redeem their shares for an aggregate of approximately $ 197,854,025 in cash held in the Trust Account. At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial”…
The clause …“future events. Accordingly, as of September 30, 2025 and December 31, 2024, 455,736 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed vs 2024-10-10deadline 2025-11-15 → 2026-11-15combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2025-11-152026-11-15
- Trust account
- $197.9M · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“subject to applicable law, if the Company has not consummated an initial Business Combination by November 15, 2026 pursuant to Article 38.8; or (b) with respect to any other provision relating to the rights of holders of Public”…
The clause …“their right to redeem their shares for an aggregate of approximately $197,854,025 in cash held in the Trust Account. At an extraordinary general meeting of its shareholders held on February 7, 2024 (the “ February 2024”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report filed pursuant to Items 8.01 and 9.01, accompanied by Exhibit 99.1, a press release announcing a non-binding Letter of Intent (LOI) to pursue a potential business combination with CommLoan, Inc. The filing discloses an LOI under which CommLoan’s existing equity holders would exchange 100% of their equity for equity in the combined public company, which will operate under the name CommLoan Inc. and be listed on the Nasdaq Capital Market. The press release attributes a pre-money equity valuation of $50 million plus the assumption of notes and convertible preferred stock to the proposed transaction. Chain Bridge I management anticipates executing a definitive agreement in the fourth quarter of 2025 and closing during the first half of 2026. The document confirms that a preliminary proxy statement seeking shareholder approval for an extension was filed on August 26, 2025, with a definitive proxy statement expected soon. It references standard forward-looking risks regarding potential shareholder redemption requests and the resulting impact on trust account balance, but introduces no adjustments to the redemption calendar, trust mechanics, or extension procedures beyond referencing the already-filed proxy. Why it matters: 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.
What changed: Preliminary proxy statement (PRE 14A) soliciting shareholder approval to extend the SPAC's deadline to complete a business combination by one year, from November 15, 2025 to November 15, 2026, and to adjourn the meeting if needed. The company is seeking a one-year extension of the termination date. If approved, shareholders who do not redeem will retain future redemption rights. The sponsor (Fulton AC) will contribute $0.01 per public share per month to the trust during the extension period. The company has a non-binding LOI with an unnamed target and expects to enter new non-redemption agreements. The previous Phytanix Bio deal was terminated on April 7, 2025. Why it matters: 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.
What changed: A routine compliance exhibit: an amended Schedule 13G beneficial ownership report. The excerpt supplies only two entity names—Sandia Investment Management LP and Timothy J. Sichler—and contains zero numerical disclosures, zero historical baselines, and zero operational updates. Regarding SPAC mechanics, it registers no movement in redemption windows, no alterations to trust account administration, no signals regarding liquidation deadlines, no extension proposals, and no commentary on sponsor governance or deal negotiation status. Why it matters: For investors tracking capital formation timelines and shareholder behavior, this filing introduces no variable that affects redemption calculus, warrant exercise pacing, or merger voting dynamics. Standard 13G/A submissions typically clarify whether voting or investment power shifted between sole and shared categories, or correct a prior reporting date range; because neither category breakdown nor date delta appears in the supplied text, the document cannot be used to infer accumulation patterns, distribution schedules, or intent to liquidate versus approve a business combination. All tracking parameters originate from your external registry, not from language within this SEC submission, and no claims concerning revenue streams, customer concentration, patent portfolios, strategic alliances, or executive succession are attributable to any director or officer in the text.
What changed: Quarterly Report on Form 10-Q for the period ended June 30, 2025. The previously announced Business Combination Agreement with Phytanix Bio was terminated on April 7, 2025. The SPAC now has no pending deal and a deadline of November 15, 2025 to complete a business combination. Trust per share at June 30, 2025 was $11.90 (455,736 shares subject to redemption, trust value of $5.42 million). Working capital deficit of $1.26 million and cash of only $2,856. The Sponsor contributed $4,557 in August 2025 to extend to August 15, 2025. A material weakness in internal controls over financial reporting was identified. The Company continues to incur losses and has substantial doubt about its ability to continue as a going concern. Why it matters: 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.
trust account, combination deadline, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- $197.9M · unchanged
- Combination deadline
- 2025-11-15 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 456K · unchanged
The clause …“their right to redeem their shares for an aggregate of approximately $ 197,854,025 in cash held in the Trust Account. At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and”…
The clause …“Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to November 15, 2025, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial”…
The clause …“future events. Accordingly, as of June 30, 2025 and December 31, 2024, 455,736 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report filed by TD SECURITIES (USA) LLC, Toronto Dominion Holdings (USA) Inc, TD Group US Holdings LLC, and Toronto Dominion Bank to disclose their aggregate equity position in a registered class of securities. The provided filing text lists only the reporting holder names and the regulatory form identifier. It contains no share quantities, ownership percentages, acquisition dates, or transaction price bands. Consequently, the document makes no statement altering the SPAC’s trust balance at $12.519 per share, the November 15, 2026 conversion deadline, any proposed extension mechanism, merger target pipeline, or sponsor governance conduct. No claims regarding prospective customers, historical or projected revenue, addressable market sizing, proprietary technology, commercial partnerships, active litigation, or management personnel changes are attributed to the founders, sponsors, operating team, or third parties within this excerpt. Why it matters: A Schedule 13G indicates that these Toronto Dominion-affiliated entities have crossed or reaffirmed a statutory five-percent beneficial ownership threshold in Chain Bridge I. While institutional accumulation at this level can signal capital alignment, index rebalancing, or potential strategic interest during a SEARCHING phase, the complete absence of numerical position data, financing contingencies, or intent language in this text means the filing does not independently verify funding sufficiency, redemption-side liquidity pressure, or timeline modifications. The stated redemption architecture, trust valuation, and conversion deadline remain operative until disclosed amendments or subsequent proxy materials tie this ownership stake to specific business combination metrics or bridge capital arrangements.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2025. Deal terminated: the Business Combination Agreement with Phytanix Bio was mutually terminated on April 7, 2025. Trust value: $5,354,147 or ~$11.748 per share at quarter end. The sponsor contributed $4,557 in January, February, and March 2025 to extend the deadline to July 15, 2025. Working capital deficit increased to $1,146,045; cash on hand only $17,565. A $100,000 dissolution expense waiver was recognized. Derivative liabilities rose from $88,200 to $275,630 due to fair value changes. Why it matters: 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.
redeemable shares, trust account, combination deadline +1nothing moved · 4 with no prior record of ours
- Redeemable shares
- not previously extracted456K
- Trust account
- $197.9M · unchanged
- Combination deadline
- 2025-11-15 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“future events. Accordingly, as of March 31, 2025 and December 31, 2024, 455,736 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit”…
The clause …“their right to redeem their shares for an aggregate of approximately $ 197,854,025 in cash held in the Trust Account. At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and”…
The clause …“Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to November 15, 2025, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report (Form 10-K) for fiscal year ended December 31, 2024, filed June 20, 2025. The Business Combination Agreement with Phytanix Bio was terminated on April 7, 2025, leaving the company without a target. The company extended its deadline to November 15, 2025. Trust account value per redeemable share is approximately $11.88. The company reported a net loss of $1.4 million for 2024 and identified material weaknesses in internal controls. Securities were delisted from Nasdaq and now trade on OTC. Why it matters: 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.
What changed vs 2024-03-29deadline 2024-11-15 → 2025-11-15combination deadline, redeemable shares, trust account +11 moved · 3 with no prior record of ours
- Combination deadline
- 2024-11-152025-11-15
- Redeemable shares
- not previously extracted456K
- Trust account
- $197.9M · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to November 15, 2025, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable”…
The clause …“of uncertain future events. Accordingly, as of December 31, 2024 and 2023, 455,736 and 4,151,134 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the”…
The clause …“their right to redeem their shares for an aggregate of approximately $197,854,025 in cash held in the trust account. At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and”…
The clause …“other requirements of applicable law. In connection with our assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K/A (Amendment No. 1 to Form 8-K), a regulatory exhibit filing submitted by Chain Bridge I to furnish the written Agreement Letter from former independent auditor Frank, Rimerman + Co. LLP confirming the firm's engagement termination and consenting to the company's disclosure regarding a change in certifying accountant. The amendment attaches the previously unavailable Auditor Letter dated April 22, 2025. It discloses that the audit committee terminated Frank, Rimerman and engaged RBSM, LLP effective April 4, 2025. Management reported that the unaudited consolidated interim financial statements for the three and nine-month periods ended September 30, 2024, should no longer be relied upon due to an error that understated a promissory note liability—issued by Phytaix Bio on June 26, 2024—in the exact amount of $200,000. Management attributed this miscalculation to a material weakness in internal controls over financial reporting as of September 30, 2024, stating the company did not design controls to identify and correct the error, which subsequently understated general and administrative expenses and overstated net income. Management intends to devote significant effort and resources to remediate the control deficiency and restate the affected interim periods. Frank, Rimerman confirmed in its letter that the professional relationship ceased as of April 4, 2024. Why it matters: 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.
What changed: This filing is a Form 8-K submitted pursuant to Rule 425 of the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 that formally announces the mutual termination of a previously announced business combination agreement and discloses a change in the company’s independent registered public accounting firm. Pursuant to a Termination Agreement executed on April 7, 2025, Chain Bridge I and Phytanix Bio mutually agreed to dissolve their July 22, 2024, Business Combination Agreement, immediately halting the proposed merger transaction. On April 4, 2025, the Audit Committee terminated Frank, Rimerman & Co. LLP as the independent auditor and concurrently engaged RBSM, LLP effective immediately. Management disclosed that unaudited consolidated interim financial statements for the three and nine months ended September 30, 2024, contained an error understating the liability of a promissory note issued by Phytaix Bio on June 26, 2024, by $200,000, which also understated total general and administrative expenses and overstated net income. The Audit Committee determined that this error warranted removing reliance from the affected filings and mandated a restatement. The filing does not modify the existing redemption framework: the SPAC maintains a per-share trust balance of $12.519, retains a final business combination deadline of November 15, 2026, and returns to a post-deal-search or pre-liquidation posture absent a further board action. Why it matters: 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.
What changed: A Nasdaq Stock Market LLC delisting determination notice regarding Chain Bridge I. Nasdaq Staff determined Chain Bridge I no longer qualified for listing under Listing Rule IM-5101-2, formalized the delisting decision on November 19, 2024, suspended trading on that same date, notified the company on November 12, 2024, and set removal effective at the opening of the April 21, 2025 trading session after the company declined to file an appeal, per Nasdaq Stock Market LLC. Why it matters: 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.
What changed: A Form 8-K current report filed on April 10, 2025, containing Item 1.02 (Termination of a Material Definitive Agreement) and Item 4.01 (Change in Registrant’s Certifying Accountant). Mechanically, the report confirms that Chain Bridge I and Phytanix Bio mutually agreed to terminate their Business Combination Agreement dated July 22, 2024, via a Termination Agreement executed on April 7, 2025, which immediately dissolves the pending merger pathway. This termination removes any forthcoming shareholder approval vote or associated redemption deadline, leaving the SPAC in a 'searching' configuration. Consequently, the existing $12.519 per share trust value and the November 15, 2026, liquidation deadline remain active and unamended unless management files a charter extension. Concurrently, the Audit Committee agreed to terminate Frank, Rimerman & Co. LLP and engage RBSM, LLP as the independent auditor for the fiscal year ending December 31, 2024, effective April 4, 2025. Why it matters: 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.
What changed: Form 12b-25, Notification of Late Filing. In its own terms, this is a Form 12b-25, Notification of Late Filing. Management of Chain Bridge I reports that the independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended December 31, 2024, prompting the registrant to invoke Rule 12b-25(b) and announce an anticipated filing date no later than the forty-fifth calendar day following the March 31, 2025 prescribed deadline. This administrative postponement does not alter the SPAC’s existing business combination deadline of November 15, 2026, nor does it adjust the publicly reported trust balance of $12.519 per share. As preliminary data supplied by the registrant’s management as of March 31, 2025, Chain Bridge I estimates a net loss of $1,137,200 for the fiscal year ended December 31, 2024 against a prior-year loss of $7,623,957, and estimates cash used in operating activities at $957,304 for 2024 compared to $964,321 in the prior year. Andrew Cohen is identified as Chief Executive Officer and the designated contact. Why it matters: 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.
What changed: A routine compliance exhibit—specifically, a Schedule 13G beneficial ownership report filed by Sandia Investment Management LP and Timothy J. Sichler. The filing discloses that Sandia Investment Management LP and Timothy J. Sichler hold beneficial ownership stakes in Chain Bridge I. It contains no information regarding redemption deadlines, trust distribution mechanics, extension votes, business combination deal progress, or sponsor conduct. It makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel attributable to the company, the sponsor, or any named executive. Why it matters: For investors tracking SPAC mechanics, this Schedule 13G confirms that Sandia Investment Management LP and Timothy J. Sichler maintain positions above SEC threshold reporting levels during the SEARCHING phase. Because the text provides zero operational disclosures, valuation figures, or transaction activity, it does not alter the redemption calendar, change the trust balance per unit, or impact the stated liquidation timeline. Investors should await formal target announcements, definitive merger agreements, or amended ownership schedules to assess capital commitment intensity, redemption pressure, or sponsor alignment.
What changed: A routine compliance exhibit functioning as a joint acquisition statement pursuant to Rule 13d-1(k), attached to a Schedule 13G submission and executed on February 14, 2025. The filing contains no provisions or disclosures affecting redemption deadlines, trust account accounting, extension mechanisms, business combination negotiations, or sponsor conduct protocols. It presents no substantive claims regarding customers, revenue streams, total addressable markets, corporate strategy, proprietary technology, partnership arrangements, pending litigation, or executive appointments. As explicitly attributed by The Quarry LP, operating through its general partner The Quarry LLC, and countersigned by Chief Compliance Officer Tanvir Kirpalani and Peter Bremberg, the text solely establishes mutual acknowledgment of joint filing responsibilities, affirming that each party bears independent obligation for the timeliness and accuracy of the accompanying Schedule 13G report while disavowing liability for the other's submitted data except where consciously known or reasonably suspected to be incorrect. Why it matters: This document operates exclusively as a procedural administrative attachment confirming shared regulatory reporting obligations under Securities and Exchange Commission rules. It introduces no triggers for shareholder redemptions, does not adjust per-share liquidation benchmarks, does not alter termination or extension windows, does not advance acquisition timelines, and does not reflect sponsor governance modifications. Investors tracking capital preservation mechanics or target development milestones will find this exhibit conveys only confirmatory paperwork rather than operational or financial shifts.
What changed: A Schedule 13G/A beneficial ownership report. The provided filing excerpt identifies only the SEC form type, the accessions number [0001085146-25-001200], and the reporting entity Cowen and Company, LLC. It omits share quantities, ownership percentages, acquisition dates, and the stated purpose of the holding. As a result, it exerts zero impact on Chain Bridge I’s SPAC mechanics: the redemption deadline remains 2026-11-15, the recorded trust value per share stays at $12.519, and the filing introduces no indicators regarding extension proposals, business combination negotiations, or sponsor governance behavior. Why it matters: Because the excerpt contains no operational or financial disclosures, it carries no implication for merger execution timelines or trust distribution conditions. There are no assertions regarding prospective customers, revenue trajectories, addressable market dimensions, corporate strategy, underlying technology, commercial alliances, pending litigation, or key executive appointments to attribute to management, the sponsor, or Cowen and Company, LLC. The document functions strictly as a periodic equity position update.
What changed: A Schedule 13G/A, which is a routine compliance exhibit representing an amended report of beneficial ownership filed under Section 13(d) of the Securities Exchange Act of 1934. Walleye Capital LLC submits this filing to update public records of its equity position in Chain Bridge I. The provided excerpt contains only the form title, an accession identifier, and the holder’s name. It discloses no share quantities, acquisition dates, ownership percentages, or stated investment purposes. Accordingly, it reports no alterations to redemption mechanics, trust account management, extension procedures, business combination status, or sponsor governance practices. Why it matters: Institutional managers file 13G/A amendments to reconcile regulatory disclosures with actual holdings or to clarify whether the investment was passive or indicative of future control ambitions. Because this submission omits numerical position data, voting commitments, or remarks on target evaluation, it does not independently trigger redemption waves, reshape trust distribution timing, or signal advanced merger discussions. Participants monitoring liquidity pressures, deadline extensions, or deal pipeline velocity should reference the complete filing package or subsequent proxy statements for concrete metrics.
What changed: Form 8-K Current Report under Item 4.02, disclosing non-reliance on previously issued financial statements and announcing a required financial restatement. On January 23, 2025, the Audit Committee of Chain Bridge I, in consultation with independent registered public accounting firm Frank, Rimerman + Co. LLP, concluded that the unaudited consolidated interim financial statements for the three and nine-month periods ended September 30, 2024, should no longer be relied upon. Management identified a reporting error that understated the liability of a promissory note (the “Bridge Financing Note”) issued to the Company by Phytaix Bio on June 26, 2024, by exactly $200,000. As a result, general and administrative expenses were understated and net income was overstated for the impacted periods ending September 30, 2024. The company will file an amended Quarterly Report on Form 10-Q to present the restated unaudited condensed interim financial statements. Additionally, management assessed the finding and classified it as a material weakness in internal control over financial reporting related to the adequate review and reconciliation of liabilities, which rendered disclosure controls ineffective for the Non-Reliance Periods. Why it matters: 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.
What changed: Form 10-Q (Quarterly Report) for the quarterly period ended September 30, 2024, filed by Chain Bridge I, a blank-check company. Trust dropped from $45.3M to $11.5M due to redemptions. Shareholders approved an extension to November 15, 2025 at a Nov. 14, 2024 meeting. 550,947 shares were redeemed for about $6.3M. The company entered a business combination agreement with Phytanix Bio on July 22, 2024, valuing the deal at $58M. Nasdaq delisted the company on Nov. 19, 2024 for failing to complete a business combination within 36 months. Shares now trade on OTCQB under CBRRF. The CFO changed from Roger Lazarus to Andrew Kucharchuk effective April 1, 2024. Fulton AC sponsors continue funding trust with monthly payments. Why it matters: 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.
What changed vs 2024-08-16deadline 2024-11-15 → 2025-11-15combination deadline, trust account, going-concern doubt1 moved · 2 with no prior record of ours
- Combination deadline
- 2024-11-152025-11-15
- Trust account
- $197.9M · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to November 15, 2025, the Private Placement Warrants 16 Table of Contents will expire worthless. The Private Placement Warrants”…
The clause …“their right to redeem their shares for an aggregate of approximately $ 197,854,025 in cash held in the Trust Account. At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K current report filed after an extraordinary general meeting, reporting Nasdaq delisting, shareholder approval of a one-year extension to the business combination deadline, redemption results, and sponsor contributions to the trust. Shareholders approved extending the deadline to complete a business combination from November 15, 2024 to November 15, 2025. The company's securities were delisted from Nasdaq and began trading on OTC markets (CBRRF for Class A shares, CBRGF for warrants, CBGGF for units). Holders of 550,947 Class A shares redeemed for approximately $6,336,383 in cash from the trust account. Sponsor Fulton AC I LLC contributed $4,557.36 to the trust on November 16, 2024 and will contribute $4,557.36 monthly until the earliest of the extended deadline, deal closing, or winding up. Post-redemption, there are 3,014,736 Class A shares and 3,191,000 Class B shares outstanding. Why it matters: 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.
What changed: This is a Form 12b-25, Notification of Late Filing, identifying Chain Bridge I as the registrant and confirming that its Quarterly Report on Form 10-Q for the transition period ended September 30, 2024 cannot be filed within the prescribed time limit. The filing does not modify redemption mechanics, trust distributions, or extension provisions. It reports a procedural delay certified by Chief Financial Officer Andrew Kucharchuk, who signed the notification on November 14, 2024, stating that additional time was required to compile certain financial and other information mandated for the Form 10-Q. The registrant committed to submitting the quarterly report no later than five days following the original due date. The filing confirms that all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding twelve months have been filed. Why it matters: Routine compliance notices of this type typically indicate internal accounting or data-gathering bottlenecks rather than strategic shifts, but they remain relevant to investors tracking sponsor execution discipline before any scheduled liquidation horizon. The document contains zero assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or operating performance beyond Andrew Kucharchuk’s title and contact information. The CFO explicitly answered "No" when asked whether any significant change in results of operations from the corresponding period for the last fiscal year would be reflected in the subject report, providing no quantitative or narrative explanation. Because Rule 12b-25 permits a filer to assert that a report could not be submitted without unreasonable effort or expense, the notification functions as a regulatory grace period rather than an admission of deficiency. For a SEARCHING-stage SPAC, monitoring whether the delayed 10-Q eventually surfaces reveals whether compilation delays affect disclosure quality or trigger shareholder remedies, though the current filing introduces no new valuation metrics, redemption triggers, or extension terms.
What changed: A Schedule 13G/A (Amendment No. 2) under the Securities Exchange Act of 1934, structured as a routine compliance exhibit reporting a change in institutional beneficial ownership. Per the filing dated November 14, 2024, Polar Asset Management Partners Inc. reports holding exactly 107,196 Class A ordinary shares, representing 3.0% of Chain Bridge I. The filer selected Item 5 to disclose ceasing beneficial ownership of more than 5% of the class. Sole voting and sole dispositive power over all 107,196 shares remains exclusively with the reporting person. The document makes no alterations to the SPAC’s trust account, merger timeline, acquisition targets, or sponsor conduct. Why it matters: Exiting the 5% ownership band shifts ongoing federal reporting obligations from the activist-sensitive Schedule 13D to the passive-investor Schedule 13G framework, a transition certified by Andrew Ma, Chief Compliance Officer, as November 14, 2024, confirming the securities are not held to change or influence control. Investors monitoring institutional alignment note the precise retention of 107,196 shares (par value $0.0001 each) reflects deliberate portfolio rebalancing by the Ontario-based advising entity for the Cayman Islands-domiciled Polar Multi-Strategy Master Fund rather than capital withdrawal. While the filing provides no intelligence on valuation negotiations, extension referendums, or operational strategy, it establishes a documented institutional baseline and removes near-term proxy contest risk during the issuer’s searching phase.
What changed: SEC Schedule 13G/A (Amendment No. 1) reporting an institutional ownership reduction below the statutory threshold. Fir Tree Capital Management LP reported owning zero aggregate shares, zero sole voting power, zero shared voting power, zero sole dispositive power, and zero shared dispositive power in Chain Bridge I’s Class A ordinary shares as of September 30, 2024, representing 0% of the class. The filer explicitly checked the box certifying it "has ceased to be the beneficial owner of more than five percent of the class of securities." This divestment alters none of the SPAC’s redemption deadlines, trust per-share balances, extension triggers, merger pipeline, or sponsor conduct. Why it matters: Because the filing solely documents an institutional holder crossing below the five percent reporting line in the ordinary course of business, it carries no mechanical consequence for Chain Bridge I’s SEARCHING status, shareholder redemption calculus, or corporate timeline. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. General Counsel Brian Meyer certified the submission on November 14, 2024, confirming the positions were held without intent to influence issuer control.
What changed: A Schedule 13G regulatory submission reporting beneficial ownership of Class A ordinary shares of Chain Bridge I by Cowen and Company, LLC. This filing introduces no modifications to redemption procedures, trust account mechanics, extension provisions, merger negotiations, or sponsor governance. As reported by Cowen and Company, LLC (certified by Chief Operating Officer John Holmes on November 12, 2024), the firm beneficially owns 267,248 Class A ordinary shares as of September 30, 2024, constituting 7.5% of the outstanding class. Cowen asserts sole voting and dispositive power over all 267,248 shares and confirms they were acquired and are maintained in the ordinary course of business, explicitly denying any intent to acquire, change, or influence control of the issuer. The filing contains no disclosures regarding prospective target customers, revenue projections, addressable markets, proprietary technology, strategic partnerships, legal proceedings, or executive leadership changes. Why it matters: Passive institutional accumulation at the 7.5% level reduces the tradable float slightly but carries zero implications for the stated $12.519 trust/share valuation or the 2026-11-15 liquidation deadline. Because Cowen filed under Rule 13d-1(b) as a registered broker-dealer holding positions in the ordinary course, investors should not interpret the filing as evidence of target pursuit, sponsor realignment, or impending redemption pressure. The document merely updates the registry of significant holders without altering any mechanical or operational parameters of the SEARCHING-period SPAC.
What changed: An 8-K current report filed by Chain Bridge I on November 13, 2024, detailing an amendment to a non-redemption agreement with backstop investors, formal notification of Nasdaq delisting for missing a business combination deadline, and the extension of the public shareholder redemption right. According to the registrant, the right of public shareholders to redeem Class A ordinary shares for their pro rata portion of the trust account was extended to November 12, 2024, a date noted as two business days before a postponed extraordinary general meeting scheduled for 11:00 a.m. Eastern Time on November 14, 2024. The company reported that as of that redemption deadline, the pro rata portion of the trust account stood at approximately $11.49 per Public Share, while the closing price of the Class A ordinary shares reached $11.90. According to the 8-K, Nasdaq staff issued a delisting letter on November 12, 2024, applying Rule IM-5101-2 and determining that the company failed to complete an initial business combination by November 4, 2024. Nasdaq staff further concluded that trading of the Class A common stock and units would be suspended at the opening of business on November 19, 2024, and that a Form 25-NSE would be filed to remove them from listing and registration. Regarding capital mechanics, the company stated that backstop investors entered into non-redemption agreements on November 11, 2024, and executed Amendment No. 1 on November 12, 2024, extending the investors' window to purchase 'Acquired Shares' until prior to the November 14 shareholder meeting. The company additionally warned that it cannot assure shareholders they will be able to sell shares in the open market, even if the market price exceeds the Redemption Price, due to potentially insufficient liquidity. Why it matters: 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.
What changed: This filing is a DEFA14A definitive additional materials submission that incorporates a Form 8-K current report detailing an amendment to non-redemption agreements with designated backstop investors, a Nasdaq delisting notification triggered by the failure to consummate an initial business combination, and a postponement of the extraordinary general meeting accompanied by a revised shareholder redemption deadline. Per the registrant’s Form 8-K, on November 12, 2024, Chain Bridge I and its backstop investors executed Amendment No. 1 to their original non-redemption agreements, extending the window to purchase Acquired Shares to anytime prior to the extraordinary general meeting scheduled for 11:00 a.m. Eastern Time on November 14, 2024. Simultaneously, the registrant extended the public shareholders’ redemption deadline for Class A ordinary shares to November 12, 2024, two business days before the postponed meeting. The company’s disclosures state that as of that redemption deadline, the pro rata portion of the trust account was approximately $11.49 per Public Share (the Redemption Price), and the closing price of the Class A ordinary shares was $11.90. Separately, the Nasdaq Listing Qualifications Department notified the registrant on November 12, 2024, that trading for the Company’s Class A common stock and units would be suspended at the opening of business on November 19, 2024, because Nasdaq staff determined the Company did not satisfy Rule IM-5101-2 after failing to complete a business combination by November 4, 2024. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.