Chain Bridge I (CBGGF/CBRRF/CBRGF) SPAC 10-K Review

Below is a detailed review of Chain Bridge I’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2024. This Special Purpose Acquisition Company (SPAC) was formed in January 2021, went public in November 2021 and has yet to complete its business combination. We analyze the Company’s structure, key events, financial performance, balance-sheet strength, and risk factors.

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1. Overview and Business Model (Item 1)

Business Purpose: Chain Bridge I is a Cayman Islands–incorporated blank-check company (a SPAC) created to effect a merger, share exchange, asset acquisition, reorganization or similar business combination. The SPAC raised $230 million in an IPO, selling 23 million units at $10.00 per unit (each unit = one Class A share + half a warrant).

Leadership Team:

• Andrew Cohen (CEO & Director): 20+ years in hedge funds and SPAC deals.
• Daniel Wainstein (Chairman): Co-founder of merchant bank Keystone Capital.
• Lewis Silberman (Director): Veteran SPAC banker and sponsor.
• Paul Baron (Director): Portfolio manager with crypto and derivatives background.
• Oliver Wiener (Director): Founder of SPAC advisory and financial services firm.
• Andrew Kucharchuk (CFO): Seasoned public-company CFO in biotech.

The board is staggered in three classes; independent directors hold audit, nominating and compensation committees. The SPAC market expertise of executives and directors is a core strength.

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2. SPAC Timeline and Extensions

• Jan 2021: Company formed as a Cayman exempted company.
• Nov 2021: Initial Public Offering (IPO) of 23 million units at $10.00; $230 million gross proceeds.
• Nov 2021: Private placement of 10.55 million warrants @ $1.00.
• 2023: Two successive extensions of the SPAC merger deadline—from May 15 2023 to Nov 15 2023, then to Feb 15 2024.
• Dec 29 2023: Securities Purchase Agreement with Fulton AC I LLC: converted sponsor loan, extended deadline to Nov 15 2024, granted new working-capital facilities.
• Feb 7 2024: Shareholders vote to extend deadline to Nov 15 2024 and approved right for Class B to convert to Class A shares.
• May 9 2024: Exchange of Fulton AC loan for a 35% premium warrant facility; continuation of monthly contributions to trust.
• July 22 2024: Signed Business Combination Agreement with Phytanix Bio – merger plan to form public company “Phytanix, Inc.” on Nasdaq.
• Apr 7 2025: Mutually terminated the Phytanix merger agreement.
• Nov 11 2024 & Nov 14 2024: Non-redemption agreements and final extension vote confirming deadline of Nov 15 2025.

Merger Attempt: The lone merger agreement with Phytanix—announced July 2024—was terminated in April 2025. The SPAC now has until Nov 15 2025 to find and close a business combination or liquidate.

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3. Trust Account and Liquidity

Trust Account:

• As of June 16 2025, approximately $5.414 million sits in the SPAC trust, invested primarily in short-term U.S. Treasuries/money markets.
• This implies a redemption value of roughly $11.88 per public share (before dissolution expenses).
• Fulton AC I LLC continues monthly contributions (~$4,557/month) until completion or winding up.

Working Capital:

• The SPAC had $129,598 cash (outside trust) at Dec 31, 2024.
• Outstanding Exchange Note (fmr Fulton AC loan) balance: $296,942 at Dec 31 2024.
• Bridge Financing Note from Phytanix Bio: $1,063,235 at Dec 31 2024.
• No operating revenue or meaningful assets outside the trust.

Liquidation Trigger: If no business combination by Nov 15 2025, 1) cease operations, 2) redeem public shares at trust value, 3) liquidate and dissolve (Cayman law claims for creditors may reduce redemption proceeds).

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4. Financial Statements (Items 7 & 8)

Key Metrics for the year ended December 31, 2024:

• Net Loss: $(1.4) million.
• Net assets outside Trust: Working-capital deficit of $(0.9) million.
• Trust Account interest income: $0.7 million.
• Non-cash gains on derivatives: ~$25,300.
• General and Administrative expenses: $2.1 million.

2023 Comparables:

• Net Income: $7.6 million (driven by $5.4 million trust interest and $2.1 million mark-to-market warrant liability gains).
• G&A expenses: $1.3 million (fees, salaries, legal/other).

No Operating Revenues:

• As a blank-check entity, there are zero operating revenues; costs are purely administrative and one-time governance costs to maintain SPAC status.

Material Weakness (Internal Controls):

• Error understating Bridge Financing Note liabilities by $200,000 in Q3 2024 filings. Remediation steps are in progress (expanded reviews, expert consultations, staffing).

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5. Risk Factors (Item 1A)

Major risks to consider:

1. No POS: Zero operating business or revenue until merger; SPAC status carries inherent risk.
2. Deadline Pressure: Must close merger by Nov 15 2025 or liquidate—puts management under a tight timeline, potentially jeopardizing deal quality or allowing a hostile group of redemptions to scuttle deals.
3. Termination of Phytanix Deal: The first announced merger was dropped—raises doubts about pipeline quality.
4. Funding Shortfall: Working capital is minimal. If monthly contributions falter, SPAC may run out of funds before deadline.
5. Market Liquidity: Listings moved from Nasdaq to OTC, making it a microcap with minimal liquidity and increased volatility.
6. Uncertain Merger Candidates: No current merger target—lack of visibility on future earnings prospects.
7. Redemption Risks: Large redemption requests could reduce merger financing or kill transactions.
8. Warrant Overhang: 22 million warrants outstanding (public + private) can dilute post-merger equity or depress share price.
9. Governance & Control: Sponsor holds ~95% voting power—minority shareholders have limited influence.
10. Cayman Law: Difficulties enforcing U.S. securities laws or judgments.

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6. Board, Governance & Compensation (Item 10)

• Board: 5 directors; staggered 3-class structure. Independent audit, nominating and compensation committees in place.
• Independence: Wainstein, Silberman, Baron and Wiener all independent under OTCQB rules.
• Audit Committee: Mr. Baron (Chair) is an financial expert, along with Silberman & Wiener.
• Compensation, Nominating Committees: Comprised exclusively of independent directors.
• Code of Ethics: Adopted and publicly available. No insider trading policy due to lean staff.

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7. Outlook & Valuation

• Trust Redemption Value: ~$11.88 per share if liquidated or merger participants redeem.
• Units: 2 key components—Class A share and half-warrant. Minimal bifurcation value.
• Warrant Liability: Accounted as derivative liability. Overhang may pressure share price.
• Financing Gap: Outside trust, only $0.13 million cash vs. $0.3–1.4 million note obligations.
• Deadline: 4½ months remain to find and close a merger or else liquidate.

Given the lack of operating history, no announced pipeline beyond a terminated Phytanix deal, limited working capital and minimal time before Nov 15 2025 deadline, the speculative nature of this SPAC is high risk.

Investment Score (1 = No Potential, 10 = 100% ROI potential): 2.0

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Net Profit (Loss)

For the year ended December 31, 2024, Chain Bridge I reported a net loss of approximately $1.4 million. This loss reflects ongoing general and administrative costs, partially offset by interest earned on the trust.

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Conclusion

Chain Bridge I is a well-managed SPAC with an experienced team but faces the looming deadline of Nov 15 2025 to complete a business combination. With only $5.4 million in trust and just four months to find and close a deal, the odds of a successful merger that delivers substantial upside to shareholders appear slim. Absent a compelling pipeline of targets and additional financing, the most likely outcome is liquidation at approximately $11.88 per share, below current trading levels and without a business platform Poised Risks heavily outweigh the potential rewards for investors seeking significant capital gains.

Investment Score: 2.0